


Friendship is Magic, Catra

by DividedWeFall88



Category: My Little Pony: Friendship is Magic, She-Ra and the Princesses of Power (2018)
Genre: Angst, Catra (She-Ra) Redemption, Culture Shock, Emotional Hurt/Comfort, F/F, Gore, Hurt/Comfort, Implied/Referenced Child Abuse, Implied/Referenced Mind Control, Paranoia, Shadow Weaver (She-Ra) Gets Her Comeuppance, Shadow Weaver (She-Ra) Redemption, Shadow Weaver | Light Spinner (She-Ra)'s A+ Parenting
Language: English
Status: In-Progress
Published: 2020-01-30
Updated: 2020-05-14
Packaged: 2021-02-27 05:00:33
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 22,139
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22471474
Author URL: https://archiveofourown.org/users/DividedWeFall88/pseuds/DividedWeFall88
Summary: In a world overcome by saccharine sweetness, the cynical Catra is increasingly isolated and powerless.  Forcing her to ally with her most hated enemy.  But can Catra and Shadow Weaver withstand the power of friendship?
Relationships: Adora & Catra (She-Ra), Angella/Micah (She-Ra), Catra & Shadow Weaver | Light Spinner (She-Ra), Entrapta/Hordak (She-Ra)
Comments: 12
Kudos: 35





	1. Old Friends

**Author's Note:**

> The following is a fan parody. She-Ra and the Princesses of Power is owned by Noelle Stevenson and DreamWorks and Licensed by Netflix. Please support the official release.
> 
> The following is a fan parody. My Little Pony: Friendship is Magic is owned by Hasbro. Please support the official release.
> 
> This crossover takes place at the beginning of Season 4 of She-Ra, and sometime after Twilight Sparkle becomes a princess in the My Little Pony series.

Etheria was changed profoundly by Catra’s activation of the portal, although the biggest change wasn’t obvious at first.

In the immediate aftermath of the portal incident, Princess Glimmer was crowned Queen of Brightmoon, Catra forced Hordak to treat her as a partner rather than a subordinate, and the shapeshifter Double Trouble was recruited by the Horde (specifically Catra).

These were all things to Catra’s advantage, or circumstances that the feline soldier felt she could adapt to. Then the leaders of both the Horde and the Rebellion began to receive reports of strange horse-like beings flying around and performing acts of magic throughout their territories. Oddly enough the creatures (who described themselves as ponies) appeared to simply be doing their best to help and befriend anybody that they met.

Most disturbing to Catra, were the Horde soldiers who came back to the Fright Zone after encountering the ponies. They were all more cheerful, optimistic, and helpful than they were before. And they couldn’t stop talking about their great new ‘friends.’

Hordak and Catra decided to have these apparently compromised soldiers confined to quarters (imprisoned in all but name) and isolated from the rest of the Horde until they could figure what was going on. Unfortunately, more and more soldiers were rapidly becoming ‘compromised’ to the point that there would soon be too many to imprison. It was obvious to both the Lord and Commander of the Horde that more radical action was necessary.

Then Catra’s new spy Double Trouble brought her news that the Queen of Brightmoon was meeting with the leader of the ponies. Catra decided on her own initiative to go with Double Trouble to spy on the pony leader. However, the mission didn’t go as planned.

Sneaking into Brightmoon territory was easy enough (especially with the shapeshifting Double Trouble by her side). The meeting between Queen Glimmer and the pony ruler was even outside, making things even more convenient for the Horde commander and her spy (meaning that they wouldn’t have to infiltrate the castle). The leader of the ponies was easily identifiable, being bigger and taller than all the other ponies, with a mane of hair that literally glowed, and an aura of power that even Catra could feel.

The pony monarch (whose name and title Catra later learned was Princess Celestia) met with Queen Glimmer in an open field. Princess Celestia was accompanied by a dozen ponies wearing frilly looking armor, while Glimmer had her friends Adora, Bow, and a half dozen royal guards. Then a winged pony flew towards the princesses and their entourages, landing beside Princess Celestia. A very familiar figure (due to Horde propaganda more than actual face to face meetings) riding on the pony’s back, and then unsteadily getting to her feet.

“That CAN’T be Queen Angella” Catra said in disbelief as she looked down from her hiding spot at the tall winged woman being embraced by Glimmer, Bow, and Adora.

“Curious isn’t it Kitten…everybody in Brightmoon was SO convinced that she was dead” Double Trouble replied in a teasing tone.

“You told me that she was gone!” Catra angrily shot back at the shapeshifter, careful to keep her voice down to avoid attracting attention.

“I thought she was…your old friend Adora was certainly convinced the Queen sacrificed herself to save the world” Double Trouble replied with a shrug.

Catra hissed softly, even after all this time Adora was still a sore point for her. 

“Well obviously she was wrong” Catra replied after taking a moment to calm down.

“Maybe not Kitten…for all we know that’s another shapeshifter like me, or even a clone…I think I’ll go investigate” Double Trouble replied cockily.

“No don’t it’s too- “Catra started to say, only to realize that the sneaky shapeshifter had already gone.

“I hope you know what you’re doing” Catra said to herself as Double Trouble tried to sneak up on Princess Celestia. Intent on getting a closer look at the large winged unicorn. Taking on the form of a royal guard and pretending to have an urgent message for Queen Glimmer.

But as the shapeshifter approached the pony princess, Celestia’s large eyes seemed to stare into Double Trouble’s very soul. Celestia’s horn glowed with power, and then Double Trouble was forcibly transformed back into the spy’s true reptilian form. Whatever Celestia had done to the shapeshifter seemed take a lot out of Double Trouble, and the mercenary collapsed into an unconsciousness heap at Celestia’s feet.

Catra fled the scene as fast as she could once she saw Double Trouble fall. The shapeshifter was a valuable ally, and Catra had even started to think of the manipulative mercenary as a friend (against her own better judgment), but Catra was a survivor. She knew that she was no match for She-Ra, Glimmer, Bow, Angella, and the intimidating Celestia (especially when you added all the guards into the equation). As far as Catra was concerned, trying to rescue Double Trouble at this point would be pointless and stupid, and would just result in Catra getting killed or captured too.

“I will organize a rescue mission as soon as I get back” Catra told herself as she fled Brightmoon.

But as soon as Catra got back to the Fright Zone she was summoned to see Lord Hordak. Even though their relationship was more equal now (because Catra had forced Hordak to treat her that way), the feline warrior still didn’t think it was wise to ignore his summons. So she immediately walked to his inner sanctum.

“Hordak what’s the emergency?” Catra asked as she entered the dictator’s throne room, stopping in shock at what she saw.

Hordak was sitting on his throne, a furious look in his red eyes, as the childlike Imp rested on his shoulders. Scorpia was standing at attention before the throne, a miserable expression on her face as she refused to look at Catra. But the most surprising occupant of the throne room was a prehensile haired princess, who gave Catra a manic grin as soon as she entered the room (with a strange look in her eyes that worried Catra).

“Entrapta how did you get here?” Catra exclaimed without thinking.

“Oh you mean after you exiled me to Beast Island because I tried to stop you from activating the portal and destroying the world…I thought I was going to die but I was able to befriend the beasts there…according to all my latest research friendship is magic now” Princess Entrapta explained as she fiddled with some device on her toolbelt.

Catra’s survival instincts kicked in as she stared at Hordak, her ears and tail giving away her anxiety as she protested “Lord Hordak she’s obviously lying-.”

Only to get interrupted by Hordak, who angrily rose to his feet and loomed over Catra as he said “SILENCE!…there’s no point in trying to cover up your crimes anymore Catra…Force Captain Scorpia confessed everything after Princess Entrapta and I confronted her.”

“Sorry Wildcat” Scorpia mumbled.

Hordak walked over to Catra, a look of barely suppressed rage on his features as he prepared to deal with his treacherous Second-in-Command. Catra got ready to leap at her lord, planning on targeting the weak point on his armor near his neck. But before she could leap into action, something struck her in the back.

Despite Princess Entrapta’s talent for build and improving weapons, Catra had never considered the princess a serious threat before. The Force Commander’s attention was completely focused on Hordak as she prepared to fight him. Allowing Entrapta to activate the stun baton on her belt and hit the distracted Commander Catra in the back (the same thing that Catra had done to Entrapta the last time that they saw each other).

If Catra hadn’t been too overwhelmed by the electricity coursing through her body, she might have considered the possibility that the mad genius was angrier than she appeared to be, as the feline warrior fell to the floor with an agonized scream. But Catra wasn’t capable of that kind of deep thinking at the moment. Mercifully losing consciousness on the cold metal floor.

*****

When Catra regained consciousness she realized that she was back in her old cell. The same cell she had once put Shadow Weaver in, the room that Catra had been put in after accidentally letting her childhood tormentor escape, and then being caught lying to Hordak about it. Upon this realization Catra screamed.

The feline fighter couldn’t accept that after all her fighting, scheming, and struggling for recognition, power, and validation she had ended up here again. Unleashing years of pent up frustration, pain, and anger as she punched and clawed her bed, the walls, and everything within reach. But as quickly as it came, Catra’s moment of fury passed, and she collapsed to the floor of her cell.

A few stray tears ran down her cheeks, as Catra was briefly overwhelmed by sadness and loneliness. Certain that she had alienated all her friends and allies at this point and was truly alone. A small part of her thinking that this proved that Shadow Weaver had been right about her all along (that she was worthless).

But Catra’s anger and pride wouldn’t let her surrender to self-pity and despair. Holding in her tears as she tried to look at her situation rationally. Knowing that eventually somebody would come by her cell (even if it was only to execute her).

To Catra’s surprise the first person to come by was Entrapta. Given the circumstances Catra more than half expected the princess to gloat. Instead the genius inventor seemed relieved that her former feline friend was all right.

“I was worried that I used too high a charge on you, but I thought a higher setting than what you used on me was necessary because of your more robust physiology…fortunately there doesn’t appear to be any permanent damage.”

Catra stared at the mad genius in disbelief as the prehensile haired princess continued talking. If the circumstances were reversed she would have been furious at Entrapta (for exiling her to Beast Island) and reveling in her victory now that the tables had turned. Instead Princess Entrapta was talking to her as though they were still friends.

“Why don’t you hate me? I betrayed you!” Catra said in confusion, her ears and tail signaling her unhappiness and anxiety.

“You were a bad friend but hating you would be a waste of energy…especially since I know what the problem is now” Entrapta said cheerfully, something about her manic grin disturbing Catra.

“What is the problem?” Catra asked, suddenly worried. 

“You’re like Hordak…desperate to prove yourself because your worried that you will never be good enough…alone even though your lonely because you can’t trust anyone enough to let them get close to you…betraying others because you’re afraid that otherwise they will betray you first” Entrapta explained.

Catra was genuinely confused and creeped out at this point. Despite her deep knowledge of science and technology Princess Entrapta was usually pretty clueless when it came to people, so this sudden insight was very out of character. Moreover, Catra hated the idea that anybody (especially somebody with reason to want vengeance against her like Entrapta) knew her weaknesses so well. But while Catra was processing what she just heard, Princess Entrapta continued speaking.

“I have learned a great deal from the ponies about the power of friendship and it should be fascinating to watch the effect it has on you and Hordak.”

“So you’re saying that the power of friendship can FIX me and Hordak” Catra replied with a laugh.

But Entrapta wasn’t offended. Instead she stared at Catra with an intensity that for some reason the battle-hardened soldier found chilling. Giving Catra a big smile as she answered “of course…because friendship is magic.”

Catra didn’t know what to say to that. Feeling as though this wasn’t quite the same Entrapta that she had known before. After talking about a bunch of technical jargon that Catra didn’t understand Entrapta left, leaving Catra alone with her thoughts.

For the next week the only person that came to see Catra was the guard that brought her food. The man always wore his helmet and simply slid a tray of food over to Catra and took the old tray away. The guard never said anything to her and didn’t respond to any of Catra’s taunts, attempts at intimidation, or offered bribes.

Catra found herself wishing that he would at least insult her (she had gotten used to that sort of treatment during her childhood and knew how to deal with it). The guard’s refusal to even talk to her made the teenage catgirl feel even more powerless and alone. She began to wonder if he was even alive, or if Entrapta had simply built a humanoid robot and put it in a Horde uniform to act as her guard.

Eventually Princess Scorpia came to see Catra. If the scorpion-woman had come right after Catra was imprisoned the feline warrior would have greeted her angrily (because she had confirmed Entrapta’s accusations). But after almost eight days of being virtually alone with her dark thoughts Catra was glad to speak to anyone.

“I’m sorry Wildcat…if I were better at explaining things to Lord Hordak you probably wouldn’t be in here” Scorpia said apologetically.

Catra held in the cutting remark on the tip of her tongue. She was still upset that Scorpia had revealed her secrets to Hordak so quickly. But she didn’t want to alienate the only friend or ally that she had left. 

Besides, if Catra was honest with herself, she had to admit that she might have done the same thing in Scorpia’s position.

“It’s okay Scorpia…there was no point in lying once Entrapta showed up…Hordak wouldn’t believe you over the word of his new favorite” Catra replied, unable to keep the bitterness out of her voice.

“You’re still just second best” Catra heard an inner voice (that sounded a lot like Shadow Weaver) say.

“But it’s not all bad news…Entrapta and I convinced Hordak not to execute you” Scorpia assured her friend.

“Great…any idea when I can get out of here?” Catra asked as she gestured at the cell.

“Um..the thing is…Hordak isn’t-” Scorpia babbled uncomfortably. 

“He doesn’t plan on ever letting me out” Catra guessed aloud.

“I’m sure that I can eventually change his mind” Scorpia reassured the smaller girl, but even the scorpion princess could tell that Catra didn’t believe her.

“Listen Catra this isn’t like when you were imprisoned after Shadow Weaver escaped…things are changing in the Fright Zone…people are starting to realize that friendship is more powerful than fear” Scorpia loudly whispered to Catra.

The catgirl stared at the tall buff scorpion-woman in shock. Scorpia had always been oddly sweet, friendly, and forgiving for someone who grew up in the grim and often dehumanizing Fright Zone. But now the Force Captain seemed to positively radiant friendliness, good cheer, and optimism.

“Friendship is magic” Scorpia said to Catra just before she left. Speaking the phrase like it was some sort of signal or code.

Catra felt a twinge of fear as she heard the words. Certain that something strange was going on around her but not what. Feeling as though she were staring at the top of some great beast hiding just below the surface, that could leap out at any time.

Hordak’s former Second-in-Command spent the next two weeks in her cell. With only her silent guard for company. Then unexpectedly Catra was released.

“You have been summoned to see Lord Hordak” the guard told Catra as he let her out (the first words he had ever spoken to her since her imprisonment began).

“Can I take a shower and put a clean uniform on first?” Catra asked.

The guard looked the teenager up and down as he considered it. Catra had not bathed in weeks and she frankly stank; her hair was filthy and her clothes (which also hadn’t been changed since she was imprisoned) were dirty. Making the correct choice obvious.

“Of course…but be quick…it is unwise to keep Lord Hordak waiting.”

After a quick shower and a change of clothes Catra felt ready to face the world again.

The guard escorted Catra to Hordak’s throne room. Entrapta was already there along with Scorpia and all the other Force Captains. Standing in the middle of it all was Hordak, who carefully observed Catra as she entered the room.

“You summoned me my lord” Catra said deferentially. 

Catra honestly didn’t have much respect for Hordak at this point. But the Lord of the Horde had the motive and means to execute her here and now. So Catra decided to be polite and respectful (for the moment).

“Yes Catra I have a new mission for you” Hordak said as he looked down at her.

It seemed like he was about to say something else, but Entrapta made an odd gesture with her hair, and Hordak stopped himself. The ruler of the Fright Zone seemed to brood for a moment, then he finally spoke.

“Queen Angella and Princess Celestia will arrive in the Fright Zone soon to negotiate a peace treaty…they have personally requested you to be part of our negotiating team.”

“So what’s the plan?...are we going to capture them when they get here and use Angella and Celestia as leverage to get their people to surrender?” Catra asked.

“NO! the Horde needs this treaty too” Hordak answered angrily.

“Maybe he wants time to build up our forces without having to fight the princesses and worry about Rebellion raids…as well as getting the enemy to let down its guard until we strike” Catra thought.

“After the treaty is signed you will be sent to Brightmoon to serve as one of our representatives” Hordak continued to explain.

“So what’s the mission once I’m there? Espionage, assassination, sabotage, some combination of all three?” Catra asked, still trying to figure out what scheme Hordak had in mind.

Hordak stomped over to Catra until he was only a few inches from her. The alien clone looming over the much smaller teenage catgirl. Close enough for Catra to feel his breathe on her furry face as he spoke.

“Let me make this perfectly clear…the Horde is negotiating in good faith…the war is over.”

*****

At first Catra couldn’t believe that the war was over.

Her entire life, and the lives of all the others who had grown up in the Horde, had been defined by the Horde’s need to expand (by Hordak’s desire for conquest). Catra had been at war or preparing for war for as long as she could remember. The idea that the war could simply end (without the Rebellion or the Horde being destroyed), wasn’t merely unacceptable, it was unbelievable.

But over the next few days Catra saw many things that she would have considered unbelievable just a few weeks ago. Such as Hordak freeing ALL the Horde’s prisoners, Scorpia and the other Force Captains being given the job of finding sources of real food so that the Horde could stop relying on the processed nutrients in ration bars to feed the Horde, and even implementing rules restricting the way that young cadets could be disciplined (so that the abusive way that Catra had been treated while she was growing up wouldn’t be tolerated anymore).

Life in the Horde had been characterized by a grim sense of duty since before Catra was born. But now everyone seemed happier and more cheerful. The catgirl had even caught Hordak smiling a few times. Not the vicious grin she had seen on his face before, when Hordak was gloating over an enemy’s misfortune, but a genuine happy smile.

Catra felt like she was going mad. Without nobody else to confide in, she confessed her misgivings to Scorpia. Talking to the scorpion-woman as they both got ready for the peace negotiations with Queen Angella and Princess Celestia.

“It’s like they’re not even the same people anymore…Lonnie actually went out of her way to be nice and helpful to me yesterday and she’s been a bitch since we were kids…even Hordak seems nicer…it’s like they all got infected with a happy virus or something.”

Scorpia nodded as she listened to her friend complain. She and Catra were in Scorpia’s room as two female cadets helped them get dressed. The tomboyish Catra was so lost in her own thoughts that she didn’t even notice that the teenage girl helping her was putting the catgirl into a frilly pink dress.

“Everybody’s happier since the ponies started teaching us all to be friends Catra…even Princess Glimmer is nicer to us now that the ponies rescued her mom” Scorpia explained as she lowered her head so that the cadet assisting her could apply some makeup to her cheeks.

“If the ponies are so damn powerful why are they bothering to negotiate with us at all?...why not just take what they want by force?” Catra said suspiciously.

“The ponies don’t care about power…they only care about friendship because friendship is-” Scorpia started to say, only to get interrupted by Catra.

“STOP IT! I’m so sick of that stupid phrase!”

The words ‘friendship is magic’ were starting to really bother Catra. Everyone who said that phrase was acting like completely different people. Sweeter, kinder, and more forgiving. The only possible exception Catra had noticed so far was Scorpia (but Scorpia was already fairly sweet, kind, and forgiving to begin with).

“You look very pretty Wildcat…that dress really suits you” Scorpia said as she tried to change the subject.

Catra looked down at herself and noticed the frilly pink dress that she was wearing. Touching her head as she realized that the cadet had used purple ribbons to tame her usually wild mane of hair. Staring at the full-length mirror in Scorpia’s room.

“I look as soft as a princess” Catra thought as she gazed at her own reflection. Barely recognizing the pretty young woman she saw in the mirror (the dress emphasizing her subtle curves and the ribbons in her hair giving the catgirl’s features a softer more feminine look).

“I’m not wearing this crap!” Catra screamed as she began to rip and tear at the outfit. Not stopping until the cadet’s work was all undone. Then standing before her female comrades breathing heavily, naked, and furious.

Scorpia blushed and looked away from Catra’s nude form. Resisting the urge to stare at her friend’s naked body. Eventually telling Catra “Hordak said that you had to wear something pretty…sorry Wildcat but its wear a dress or go naked.”

Catra was tempted to say that she would go naked. But she wasn’t actually confident and/or shameless enough to appear before all those important people nude. So she conceded “FINE…I will wear a dress…but none of this frilly crap.”

The cadets (at Scorpia’s urging, since Catra didn’t technically outrank them anymore) brought Catra a few more dresses to try on. She eventually decided on a modest black dress (which Scorpia said made it look like Catra was going to a funeral). Fiddled with her hair until it returned to its usual wild mane and felt as ready as she was going to be to face Angella and the other Rebel leaders.

*****

Catra looked like the odd one out as she joined the group getting ready to meet with the foreign leaders at the edge of the Fright Zone. Scorpia was wearing a pretty purple dress and the other Force Captains were wearing their dress uniforms. Even the common soldiers in the group were wearing uniforms so clean that they gleamed.

Whereas Catra felt kind of dowdy in her plain black dress, usual messy hair, and bare feet. The feline teenager found herself regretting her outburst earlier. Not wanting to look bad in front of her enemies.

However, Hordak didn’t scold or punish Catra as she more than half expected. Instead when he arrived at the pavilion that had been set up for the Peace Summit (hand in hand with Princess Entrapta, who had also made no attempt to dress up) the Lord of the Horde appeared to be in a positively good mood. Giving Catra an approving nod as he walked past her.

This just put Catra more on edge.

Growing up under Shadow Weaver’s abusive ‘care’ Catra had learned to read and manipulate others as a survival tactic and coping mechanism. After Adora had left Catra had used those skills to climb the hierarchy of the Horde (and to regain power after Hordak had lost faith in her for letting Shadow Weaver escape). It was more than just a tactic for the traumatized teenager now, it was a way of life.

But this wasn’t the Horde or Hordak that Catra knew. All of her old assumptions and certainties seemed increasingly obsolete and/or irrelevant. Catra wasn’t sure how to read or manipulate these people anymore.

Unfortunately, Catra didn’t have enough time to get her head on straight (metaphorically speaking) before the foreign dignitaries arrived.  
As expected Princess Celestia, Queen Angella, Princess Glimmer, Bow, and She-Ra were all part of the group. As well as two dozen royal guard to act as an ‘honor guard’ for the VIPs.

The new arrivals presented an interesting visual contrast to their Horde counterparts. With their bright clothes and colorful magic they made the Fright Zone soldiers look rather plain and provincial. But as usual, Catra’s attention was focused on the golden haired She-Ra. However, the feline teenager looked away every time that Adora glanced in her direction, not wanting to see the hatred that she was certain was in her former best friend’s eyes.

After some awkward preliminary pleasantries were exchanged, Lord Hordak and Queen Angella agreed to physically meet an equal distance from each group. As Hordak and Angella slowly walked to meetup in the space between the Rebellion and Horde parties, all eyes were on the leaders of the Horde and Brightmoon. 

“Lord Hordak” Angella coldly greeted her longtime enemy in aristocratic tones.

“Queen Angella” Hordak replied icily.

“The war must end” Angella said confidently.

“You are correct your majesty” Hordak replied.

Both leaders seemed surprised to find themselves so easily in agreement. After that the conversation got easier. Both the monarch and the warlord finding that they had a surprisingly large amount in common.

“…and the worst part is that they never seem to listen…even when you’re just trying to tell them what to do for their own good” Angella complained as she finished talking about one of her recent misadventures.

“Yes there are always some people who forget that the chain of command exists for a reason” Hordak agreed.

Angella smiled at that, then realized what she was doing and looked away. While Hordak was turning out to be far more reasonable in person than she had ever imagined, this was still the man that had brought war to Etheria, brutally conquered large sections of the continent, caused death and devastation on a vast scale for decades, and was indirectly responsible for the death of her beloved husband. The Queen desperately wanted to end the war peacefully, so that this bloody conflict could end, yet she found it so painfully difficult to trust Hordak.

Fortunately Hordak had a sudden burst of inspiration and knew exactly what to say.

“Regardless of what lies Shadow Weaver has told you I did not execute King Micah…Shadow Weaver had the king sent to Beast Island on her own authority…but Princess Entrapta recently spent time there and reportedly saw a man matching Micah’s description…as a…goodwill gesture I will send a team to Beast Island to retrieve King Micah and bring him back to you.”

The aristocratic Angella gaped in astonishment, this was the first ray of hope that she had had that her husband was alive in over a decade. Impulsively doing something that she couldn’t have imagined doing a minute ago. The watching Rebellion and Horde observers staring in surprise and shock as Angella hugged Hordak.

Hordak stood stiffly in Angella’s embraced for a moment. Too stunned to react at first. Then he slowly and hesitantly hugged her back.

“OH C’MON CAN’T YOU SEE WHAT SHE’S DOING TO YOU ALL! THIS HORSY WITCH IS CONTROLLING YOU HORDAK!” Catra screamed as she pointed accusingly at Celestia (who appeared surprised by the accusation).

“This is a really bad idea Catra” Scorpia whispered in worry from her place beside the feline teenager.

“SILENCE CATRA! Cease this shameful behavior at once!” Hordak commanded.

But Catra was too furious and upset to listen. Charging towards the powerful pony before anybody could stop her. Intent on sinking her claws deep into Celestia’s flesh, thinking (or at least hoping) that that would cause the world to make sense again.

Then something unexpected stopped Catra. As one of the armored ponies standing near Celestia transformed into the familiar reptilian form of Double Trouble. The shapeshifter holding as up a hand and saying, “this is a really bad idea Kitten.”

Catra stopped dead in her tracks only a few feet away from Princess Celestia. Stunned that the cynical, manipulative, and mercenary Double Trouble was on the side of the saccharine sweet ponies.

“They must have just paid Double Trouble to switch sides” Catra told herself.

“Whatever their paying you we can double it please just come back to our side” Catra practically begged the shapeshifter.

“There not paying me anything” Double Trouble said with a shrug, as Catra stared at the shapeshifter in disbelief.

“What’s your game? Why are doing this to us?” Catra angrily demanded as she turned towards the queen.

“There is no ‘game’ here child…I only desire for my little ponies and our new neighbors to live in peace and harmony” Celestia stated as she stared down at Catra.

“Then why are you siding with them against us?” Catra asked Double Trouble, hating the note of pleading that she heard in her own voice.

Double Trouble swaggered over to Catra. Leaning down to whisper into her ear. Something about Double Trouble’s tone of voice and the look in the shapeshifter’s eyes making the next words seem sinister to Catra.

“Because my paranoid little Kitten…friendship is magic.”

Catra screamed and pushed Double Trouble away, fleeing the scene as fast as she could.

*****

After realizing that even Double Trouble had been ‘corrupted’ by the ponies and their friendship magic, Catra had to get away. Away from the Horde, which was transforming into something she didn’t recognize, away from all the friends, allies, and enemies that were acting like different people, and of course away from Princess Celestia (whose mysterious powers Catra had begun to fear). Hordak tried to stop her, but nobody knew all shortcuts, secret passages, and hiding spots in the Fright Zone better than Catra. 

Thanks to her inside knowledge and a little luck, Catra soon escaped the Fright Zone. But once she did the child soldier wasn’t certain where to go or what to do. She obviously couldn’t go back to the Horde, and Brightmoon wasn’t an option for a wide variety of reasons (she had kidnapped their princess, almost conquered the place during an invasion, etc. etc.).

A small traitorous part of Catra wanted to try going to Adora for help (thinking that as She-Ra, her childhood friend could probably do SOMETHING). But her anger and pride wouldn’t allow that. Besides, Catra was fairly certain that she had completely burned that bridge at this point.

“An idealist like Adora would be too likely to fall for this FRIENDSHIP IS MAGIC bullshit…what I need is somebody too cynical and self-centered to ever let themselves be tricked like that” Catra thought.

When she thought about it like that the answer was obvious. The most hateful, opportunistic, and cruel person that Catra knew. A woman that had demonstrated her unfairness and hypocrisy to the feline child almost every day when Catra was growing up. 

Shadow Weaver.

But Catra refused to seriously consider the option at first. Shadow Weaver had abused, exploited, and tricked her so many times in the past, that the idea of going to the dark sorceress for help seemed ridiculous. However, the longer Catra tried to survive on her own the less ridiculous it seemed.

On the run from both the Horde and Brightmoon, without any friends, allies, or followers left, Catra was forced to steal and hunt for food just to survive.

“Okay this is ridiculous” Catra thought as she was fleeing from some fishermen after stealing just one fish. Holding the wriggling little creature in her mouth as she leapt through the trees. All of her combat experience and Horde training counting for virtually nothing when she was alone, unarmed, and outnumbered a dozen to one.

Fortunately, the fleet footed Catra was still good at running away. Managing to lose her pursuers in the Whispering Woods. But she was hungry, alone, and ever more desperate.

So Catra swallowed her pride (and several other feelings) and decided to go to Shadow Weaver.

It took Catra several weeks to track her down, and what she found surprised her.

Once Queen Angella had gotten back to Brightmoon, it hadn’t taken much effort for the angelic being to convince her daughter and the rest of the court to turn on Shadow Weaver. 

The relationship that the magical parasite had forged with Princess Glimmer since fleeing to Brightmoon was ultimately based on fear, Glimmer’s fears that she wasn’t smart or strong enough (which had prompted her to turn to Shadow Weaver for help with her magic, decisions, etc. etc.). Allowing Shadow Weaver to become Glimmer’s most important advisor for the brief time that she had led Brightmoon alone.

Unfortunately for Shadow Weaver, this fear had largely melted away once the reassuring presence of Glimmer’s immortal mother had returned. And Glimmer’s fears had all but disappeared when she realized the war with the Horde was essentially over. The final nail in the coffin (for Shadow Weaver’s privileged place in Brightmoon) had been when Angella publicly announced that Shadow Weaver had been PERSONALLY responsible for King Micah’s exile to Beast Island, which had destroyed any goodwill that the dark sorceress had managed to acquire since coming to Brightmoon.

Faced with being imprisoned again, Shadow Weaver had been forced to flee. The dark sorceress was now on the run from both the forces of Brightmoon and the Horde, without friends or allies, in a world where her skills seemed increasingly irrelevant (just like Catra). 

When Catra finally managed to track down Shadow Weaver, she found her living in a cave. The once powerful and privileged sorceress’s crimson robes were filthy, her ever present mask had a few new cracks in it, and her hair was tangled and dirty. Making Shadow Weaver look more like a stereotypical witch than ever before.

Catra was doing little better when she met Shadow Weaver. The teenage catgirl’s already lean figure was even skinnier thanks to the starvation diet she had been on ever since fleeing the Horde, her clothes were little more than rags, her hair and fur were filthy, and she stank thanks to not bathing for weeks. Catra’s tail was particularly filthy, having accidentally run it through some animal dung on the walk over to the cave.

All in all, the two former Commanders of the Horde were a sorry sight.

“Have you come to kill me?” Shadow Weaver asked coldly when she saw Catra.

“No you old hag” Catra replied, feeling some of the old venom return as she finally gazed upon her childhood tormentor.

“Then why are you here you insolent brat?” Shadow Weaver asked as she relaxed ever so slightly.

“Because-” Catra’s ears lay flat against her head and her tail lashed in anxiety as she struggled to say the next part. 

Shadow Weaver had insulted and tormented Catra for virtually her entire life. Constantly making her feel weak and helpless. As a result it was hard for Catra to admit to anyone when she needed help.

And hardest of all to ask Shadow Weaver for help.

But Catra was exhausted, starving, and desperate. So she swallowed her pride and did what she came here to do.

Looking straight at Shadow Weaver and telling her “because I need you Shadow Weaver, you’re the only one I know strong, selfish, and cynical enough to be immune to this friendship plague that the ponies brought to the world…and you obviously need me too.”

Shadow Weaver didn’t say anything at first as she mentally digested what her former ward had said. But she didn’t argue with, insult, or attack Catra. Which was in itself a minor victory.

Then after a moment, the dark sorceress gestured for Catra to join her inside the cave.


	2. New Enemies

**Summary for the Chapter:**

> Now that they have reunited Catra and Shadow Weaver must try to understand their new enemies. Struggling to understand the plans and nature of the pony princesses. Confronting the forces of Friendship head on.

**Notes for the Chapter:**

> The following is a fan parody. She-Ra and the Princesses of Power is owned by Noelle Stevenson and DreamWorks and Licensed by Netflix. Please support the official release.
> 
> The following is a fan parody. My Little Pony: Friendship is Magic is owned by Hasbro. Please support the official release.

Of course at first Shadow Weaver reverted to her old manipulative ways when Catra returned to her side. But the feline warrior was even more cynical and hardened than the sorceress remembered. Catra immediately saw through Shadow Weaver’s tricks and made it clear that things would be different this time.

“Cut the crap Shadow Weaver…I’m not a kid that you can manipulate or intimidate anymore” Catra said cynically after her former commanding officer gave her an obviously insincere compliment.

“There’s no trick Catra…I’m genuinely impressed that you managed to rise to Second-in-Command so quickly” Shadow Weaver said in cloying tones.

Catra laughed in response. It was a joyless, bitter sound, with an edge of hysteria to it. Then she glared at Shadow Weaver and said sarcastically “Oh of course…you tried to kill me the last time we saw each other because you respect me SO much.”

“Catra I know I could be harsh at times, but I only did it to make you strong” Shadow Weaver replied, a line that Catra would have once happily believed. 

But the teenage child soldier was not the quite the same person that Shadow Weaver had dominated for so many years. Catra was more confident, cynical, and even a bit crazier. So rather than falling for the dark sorceress’s manipulations or seeing through it and getting angry (as Shadow Weaver expected) Catra just took a deep breath and calmly said “I’m not Adora or Princess Sparkles and this isn’t going to work if you keep treating me like one of those idiots…I hate you and you hate me but were all we’ve got.”

Shadow Weaver sighed and replied with ill grace “Very well…what you do suggest then?”

“The first thing we need to do is secure a steady supply of food so that we don’t fucking starve to death…any ideas on that front?” Catra asked.

Fortunately Shadow Weaver did have some ideas. During her long reign as Second-in-Command of the Horde the magical parasite had learned most of the organization’s secrets. Including the location of a nearby Horde supply depot.

The supply depot was lightly guarded, but Shadow Weaver was so weak right now that she couldn’t go there herself. But the stealthy Catra was able to easily sneak into the depot, load a skiff up with ration bars, weapons, and other supplies, and steal the vehicle before anybody realized she was even there.

“Ration bars” Shadow Weaver said distastefully once Catra had presented her former superior with some of the ‘food.’

After handing her old mentor a ration bar Catra eagerly gulped down one of the tasteless food products herself.

“What’s wrong with ration bars?” the catgirl asked a moment later (after she was done eating).

“They are tasteless at best, the texture is disgusting, and they are not very filling” Shadow Weaver replied dismissively.

“Well what did you eat while you were Commander then?” Catra asked argumentatively.

“Food imported from Horde territory outside the Fright Zone” Shadow Weaver said as though it was the most obvious thing in the world.

“Are you saying that while me, Adora, and everybody else were stuck eating ration bars you were eating real food!” Catra exclaimed in disbelief.

“The privileges of rank” Shadow Weaver replied with a shrug.

“I still ate ration bars once I became Commander!” Catra angrily stated.

“I suppose it’s my failing as a teacher that you were not sophisticated enough to appreciate the finer things in life” Shadow Weaver replied mockingly.

Catra felt the sudden urge to lash out at Shadow Weaver. But she still needed the condescending and ungrateful sorceress, so she did what she had done so many times growing up. Burying her anger and hurt at Shadow Weaver’s ill treatment of her until she could unleash it on a different target.

*****

With enough food to last them a few weeks, spare Horde uniforms, weapons, and a vehicle, Catra and Shadow Weaver’s situation was not quite so desperate anymore.

So after taking a few days to recover (including cleaning themselves off thoroughly and fixing or replacing all their clothes) and get their strength back, Shadow Weaver and Catra decided that they needed to gather intelligence on their new enemies.

It turned out to be much easier than either former Horde Commander expected. The ponies began appearing more and more frequently in villages, towns, and cities throughout Etheria. Using their exotic magic to help people of all sorts, and often bursting into song to explain exactly what they were doing and why.

Catra and Shadow Weaver disguised themselves with heavy grey robes and witnessed such events personally numerous times. The strangest and most disturbing thing (to the former Horde officers) was how normal people around the ponies would stop whatever they were doing and join in. Compelled by some unseen force to sing along.

“Weak minded fools” Shadow Weaver said contemptuously as she watched a crowd of villagers sing a song about how ‘work is easy if we all help out’ as a strong pony (who was also singing) helped them raise a barn on the outskirts of the village.

“Pathetic” Catra agreed, not consciously aware of the way that her own tail was swaying to the beat of the music.

*****

After a few weeks of investigation Catra and Shadow Weaver were getting a pretty good idea of what was going on (the fact that the ponies tended to publicly sing about everything certainly made the whole process easier).

The ponies were not just from another world but another dimension, where magic was commonplace, and they were the dominant species (although apparently there were other intelligent races there too). When Catra had activated the portal it had both weakened the barriers between dimensions and alerted the pony princesses (who were significantly more powerful than regular ponies) to Etheria’s existence.  
The princesses had used their magic to come to Etheria and make new friends (though the cynical Shadow Weaver and Catra was sure there must be something more sinister going on) with many of the lesser ponies soon following their leaders example and doing the same.

The dimensional barriers were getting even weaker as time went on. Making it easier and easier for the ponies to cross over from their world to Etheria (and visa versa). Allowing them to spread their influence far and wide.

Areas that the ponies had already heavily influenced were noticeably different from everywhere else. The people were happier and more optimistic, everyone was friendlier, and even colors seemed more vibrant. Catra nicknamed the areas Friend Zones, and though Shadow Weaver said the name was stupid when she first heard it, she couldn’t think of anything better.

During the three weeks that Catra and Shadow Weaver conducted their intelligence gathering, the Friend Zones continued to expand. If the trend continued at its current rate, then within a few months all of Etheria would be inside one vast Friend Zone.

“We’ve got to do something” Catra said as she angrily paced back and forth inside the cave that was the devilish duo’s current hideout.

“We need to know the ponies weaknesses and I doubt that they will be kind enough to sing about those in detail” Shadow Weaver replied as she sat by the roaring fire that Catra had built a few hours before.

“Maybe we could capture one of the pony princesses” Catra suggested.

“No the princesses are too powerful…but not all the ponies are…some of them are just as weak and helpless as the most pathetic human” Shadow Weaver said as she stared into the flames (a scheme already taking form in her mind).

*****

The pony princess most active on Etheria was actually not Celestia, but her apprentice and heir apparent Princess Twilight Sparkle. 

Twilight Sparkle was considered the Princess of Friendship and was obviously powerful both politically and magically. But Shadow Weaver had no intention of trying to capture Twilight. Instead she wanted to go after someone close to the pony princess, but who would be an easier target.

Finding such a person proved surprisingly easy. Because Twilight and the five other ponies in her entourage were all constantly singing about what great friends they were. However most of these ponies had special abilities such as great strength, telekinesis, and super speed that would make them difficult to capture (and potentially dangerous to confront).

There appeared to be one exception though.

A shy Pegasus pony named Fluttershy. This yellow skinned pink haired pony was by far the shiest and most timid of Twilight Sparkle’s friends. Her only power seemed to be the ability to communicate with animals, and despite having wings she appeared to be an average flyer at best.

Fluttershy also tended to wander away from the rest of the ponies in order to meet and befriend new animals. Making the shy pony an ideal candidate for an ambush. Moreover, her timid nature led Catra and Shadow Weaver to think that she wasn’t likely to fight back when they captured her, and that she would quickly reveal all her secrets during an interrogation.

“All right if I catch her by surprise it should be easy enough to stun her and tie her up before she can react” Catra told Shadow Weaver as she finished loading up their skiff (which was parked just outside the cave) for the mission.

“I should also drain some of her magic to make sure she’s too weak to fight back” Shadow Weaver replied as she walked over to the skiff.

Catra leapt onto the vehicle and glared down at her old tormentor. Then saying accusingly “you just want to get your magical FIX.”

“I am not an addict girl but strengthening me and weakening her will benefit us both” Shadow Weaver said firmly (hating the fact that she needed her former ward so much, and that therefore she couldn’t afford to completely alienate Catra).

“Sure” Catra replied sarcastically.

This alliance had been Catra’s idea, but that didn’t mean that she had forgiven or forgotten all the horrible things that Shadow Weaver done to her as a child. The teenager was uncomfortably aware of the fact that she was the stronger one in this partnership just because Shadow Weaver was currently so weak. But if the dark sorceress regained enough of her old strength, she might decide that she didn’t need Catra anymore.

Shadow Weaver was perfectly capable of interpreting what Catra’s laid back ears and lashing tail meant. She also knew that Catra had more than enough reasons to hate and distrust her. So the sorceress did something she almost never did. She decided to be honest and upfront.

“Catra this partnership was YOUR idea…of course I want my power back…just like you want your power back…but if we cannot trust each other enough to even do this simple mission then there’s no point to any of this and we should just go our separate ways now.”

Catra didn’t say anything for a long moment as she looked down at Shadow Weaver. Trying to get her emotions under control and consider the situation rationally. Knowing that her old superior had a point.

“Just get in the skiff” Catra said with a sigh as she moved over to the vehicle’s controls.

*****

Catra and Shadow Weaver found Fluttershy in the woods taking care of a sick rabbit and her baby bunnies. The pony was completely focused on her little furry friends. Oblivious to everything else as the angry catgirl and the evil sorceress snuck up on her.

“It can’t be this easy” Catra whispered as she and Shadow Weaver hid in some bushes directly behind Fluttershy.

“Quit tempting fate Catra and do what we came here to do” Shadow Weaver angrily whispered back.

“Why do I have to do everything you lazy old bitch?” Catra thought as she prepared to pounce on the unsuspecting pony.

“Here’s some fresh carrots for you” Fluttershy cooed at the mother rabbit as she gave her furry little friend some food. Gently urging the mama bunny to eat more. Unaware of the fierce feline fighter creeping up on her.

Then Catra pounced, leaping onto Fluttershy’s back and hitting her with a charged stun baton. The gentle pony screaming in surprise and pain as she was electrocuted (the bunnies running in terror at the sound). Gracefully jumping off Fluttershy’s back as the stunned pony collapsed to the ground.

“Good work Catra” Shadow Weaver said as she emerged from hiding. Walking over to the pony and then kneeling beside her. Reaching with her right hand to touch Fluttershy’s face.

“No wait! We need to at least tie her up first” Catra protested.

But Shadow Weaver wasn’t listening. At this point the magical parasite’s hunger for mystic energy was almost overwhelming. She felt like a starving man with a feast in front of him.

As Fluttershy started to get her bearings back, she found herself staring at the sorceress’s fearsome red and black mask. Just as a pale hand gently touched her cheek. Making physical contact as the magical parasite began to feed.

Fluttershy screamed in agony as SOMETHING twisted and evil touched her very essence. Beginning to drain her magic (and perhaps her life force itself). But then something unexpected happened.

Shadow Weaver screamed and jerked away from Fluttershy (ending the drain upon Fluttershy’s magic). Her outer layer of skin liquifying and beginning to run down her body as the alien magic began to course through her body. Both Fluttershy and Catra staring in shock and horror at the gruesome sight.

“WHAT DID YOU DO!” Catra screamed at Fluttershy as she threatened the poor pony with her claws.

“Nothing…I would never melt someone” a scared and confused Fluttershy whimpered from her place on the ground.

“YOUR MAGIC DID THIS!” Catra furiously shot back.

“But but my magic is the Element of Kindness…kindness doesn’t kill” Fluttershy weakly protested.

While the catgirl and the pony were arguing the sorceress fell to the ground and started to convulse. Her body writhing and twisting as conflicting forces inside Shadow Weaver battled. Reaching a shaky hand towards her former ward as she begged “please help me Catra.”

Catra ran to Shadow Weaver’s side immediately. Because as much as she hated and resented the sorceress for abusing her as a child, Shadow Weaver was still the only mother she had ever known. And in her heart of hearts, Catra didn’t want her mother to die.

Catra helped Shadow Weaver to her feet. Supporting her as they began to make their way to the skiff. Hoping that they could make it to their getaway vehicle in time.

“Don’t go your friend needs healing…we can help” Fluttershy said compassionately as she got up. Feeling empathy for the apparently dying woman even though she had attacked the pony only moments ago.

“Oh you’ve done MORE than enough” Catra said angrily as she stopped walking for a moment (with the whimpering Shadow Weaver draped across her back). 

The vengeful Catra was thinking about putting down Shadow Weaver and going back for Fluttershy when a bear that the pony had befriended earlier that day burst onto the scene with a roar. 

Fortunately for Catra and Shadow Weaver the bear seemed more interested in protecting Fluttershy than chasing them down. Otherwise Catra never could have made it to the skiff in time. Turning on the vehicle and driving off as soon as she and Shadow Weaver were on board.

The motion of the moving vehicle made the dark sorceress feel even worse. She ripped off her mask and vomited onto the floor of the skiff. Throwing up what looked like black sludge full of strange red eyes. 

Catra had only seen Shadow Weaver’s uncovered face once before as a child. But it looked even worse than the scarred and twisted features that she remembered. The mutilated flesh was now dripping down her head like warm honey. Completely covering her eyes, nose, and mouth.

Unable to breath and effectively blinded, Shadow Weaver panicked. Frantically grabbing and pulling off the loose flesh on her face. Heedless of the damage that she did to herself in the process.

“NO STOP!” Catra cried out as she saw what Shadow Weaver was doing, afraid that the sorceress was going to accidentally tear off her own face.

But Shadow Weaver wasn’t listening, too focused on the need to breath. However, as the sorceress tore off the dead flesh, it didn’t show naked muscle or bone as Catra feared. Instead it revealed healthy unmarred skin and normal looking eyes (that stared at her own body in shock).

**Notes for the Chapter:**

> I actually put a lot of thought into just how Shadow Weaver's (magic) draining ability differs from Lord Tirek in the My Little Pony series.
> 
> Both of them can drain the magic from others with a touch, but Tirek is never shown killing somebody with his ability the way that Shadow Weaver is.
> 
> Moreover, Shadow Weaver seems to 'digest' the magic relatively quickly and then needs to feed again to maintain her power, while when Tirek drains magic it apparently stays part of him forever.
> 
> The way I see it, Shadow Weaver takes EVERYTHING when she drains somebody all the way (including their lifeforce) while Tirek only takes their magic (which is all he wants anyway). 
> 
> Therefore when Shadow Weaver drained Fluttershy she took a little bit of everything (including traces of magic from the Element of Kindness).
> 
> And considering the fact that whatever Light Spinner summoned to become a magical parasite was apparently some sort of evil eldritch abomination, that then merged with and/or transformed Light Spinner into Shadow Weaver, trying to 'digest' the magic of Kindness was...unwise.


	3. Familiar Frenemies

**Summary for the Chapter:**

> Shadow Weaver finds herself permanently changed as a result of absorbing Fluttershy's magic.
> 
> Weak and confused in the aftermath of her transformation, the sorceress is more dependent than ever on Catra.  
> While new enemies arise as old ones close in.
> 
> Catra and Shadow Weaver need each other more than ever, but can they truly trust or forgive one another after everything that's happened?

**Notes for the Chapter:**

> The following is a fan parody. She-Ra and the Princesses of Power is owned by Noelle Stevenson and DreamWorks and Licensed by Netflix. Please support the official release.
> 
> The following is a fan parody. My Little Pony: Friendship is Magic is owned by Hasbro. Please support the official release.
> 
> Sorry it took so long to post another chapter.
> 
> I was suffering a case of Writer's Block than RL problems got in the way.  
> There should be just one more chapter after this (and maybe an Epilogue).

The liquid layer of dead flesh covered Shadow Weaver’s entire body, so after getting back to their cave hideout, Catra helped her old mentor wipe it all off. Because the sorceress’s red robe was already ruined (and in the way), the catgirl simply cut away the clothe as she was cleaning Shadow Weaver. Leaving Shadow Weaver as naked and helpless as a newborn on the cold cave floor afterwards.

Catra was not quite sure what she was expecting when she stripped away Shadow Weaver’s clothes, but it certainly wasn’t this.

Her eyes were no longer scarred by magic but a beautiful yellow green instead. Shadow Weaver’s face had fine aristocratic features, and her hands were smooth and delicate instead of claw-like. The sorceress’s body was extremely pale (perhaps due to the fact that she never exposed most of it to sunlight), surprisingly curvy, and Shadow Weaver even had little fangs like Catra.

She seemed so…ordinary, almost nothing like the demonic figure that had terrorized Catra for her entire childhood.

“Why are you helping me?” a barely conscious Shadow Weaver whispered after Catra helped her get undressed.

“Don’t ask stupid questions” the catgirl hissed back.

But the truth was, Catra didn’t have a good answer.

Except for telling her where the supply depot was, the sorceress had not helped that much since they became allies. The bitter teenager had done most of the work in their ‘partnership.’ Moreover, now that Shadow Weaver’s transformation had left her as weak and helpless as a newborn kitten, the former Force Commander was more of a liability than anything else.

Catra could easily have her vengeance on Shadow Weaver right now at virtually no risk to herself. Or simply leave her childhood tormentor here to die. Yet she continued to watch over and take care of Shadow Weaver.

Because as much as she (justifiably) hated Shadow Weaver, a part of her still yearned for the woman’s approval. Craving the respect and affection that the sorceress had so freely given to Adora, when Catra and the blonde were growing up together. Irrationally hoping (though she would deny it even to herself) that Shadow Weaver would start treating her more like a daughter and less like an unwanted nuisance.

But the teenage catgirl shared none of these feelings with Shadow Weaver as she wrapped the older woman in blankets and put a pillow behind her head. The exhausted sorceress soon falling asleep in the comforting nest of pillows and blankets Catra built up around her. Showing Shadow Weaver the kind of attentiveness and care that the manipulative witch had never given her.

*****

For the next few days Shadow Weaver was completely dependent on Catra. Relying on the younger woman to feed her, wash her, and even help her relieve herself. Every time Catra left the cave Shadow Weaver was worried that the teenager wouldn’t come back, but the feline woman always did.

Shadow Weaver was also preoccupied by changes in herself. The endless hunger for magic that had plagued her ever since that fateful day when she was transformed into a magical parasite was gone. Letting her truly relax in a way that she hadn’t in decades.

There were mental changes too. When Shadow Weaver thought of the way that the leaders of Mystacor had refused to help her perform the Spell of Obtainment, and then cast her out when she had gone behind their backs and tried to cast it anyway (thus transforming herself into a hideous magical parasite when the spell had gone wrong) she didn’t feel the old resentment. Instead she admitted (if only to herself) that the other sorcerers had probably been right about the spell being too dangerous to use (after all, look what had happened to her).

“What did that little yellow monster DO to me?” Shadow Weaver wondered as she tried to sit up in her nest of pillows and blankets on the cave floor.

“Woah watch it you still don’t have your strength back” Catra said when she saw the older woman struggling. Moving to Shadow Weaver’s side to help the sorceress sit up.

“Get me a mirror…I need to see my face” Shadow Weaver tried to command, but her weak voice and obvious vulnerability made it seem more pitiful than imperious.

“I don’t take orders from you anymore” Catra said coldly as she withdrew her helping hands and stood up.

Shadow Weaver just barely managed to hold herself up (illustrating how weak and dependent on Catra she truly was). 

“Please Catra…I just want to see what that creature did to me” Shadow Weaver implored the teenager.

Catra sighed and muttered “fine” as she started to rummage through the things that they had ‘acquired’ from the last village they had visited. Fairly certain that there had been a mirror in one of the boxes that she had randomly grabbed in the village market.

After finding the mirror, the catgirl went back to Shadow Weaver. Steadying the weaker woman with a helping hand on her back, as she held out the mirror with her other arm. Giving the sorceress an excellent view of her own reflection.

“My face…” Shadow Weaver murmured in disbelief as she stared at herself.

It had been years since Shadow Weaver had seen her own face. The arrogant sorceress did not like being reminded of how her transformation into a magical parasite had twisted and distorted her features (making her appear as monstrous on the outside as she was on the inside). But now her beauty had been restored.

As Shadow Weaver stared at herself she experienced an unfamiliar emotion. Something the cynical sorceress had not felt in a long time. 

Hope.

*****

Over the next few weeks Shadow Weaver slowly regained her strength. Her visceral hunger for magic didn’t return during that time, making the woman formerly known as Light Spinner think that the eldritch abomination that had dwelled inside her for the past few decades was dead (or at least so deeply wounded that it had been forced to go dormant). Giving Shadow Weaver hope that she could live the rest of her life without being dependent on an outside source of magic like the Black Garnet.

Over that time her relationship with Catra became…friendlier.

It was at least partially due to Shadow Weaver not wanting to antagonize somebody that she was almost completely dependent on. But there was more to it than that. Because (much to her own surprise) the manipulative witch realized that she wanted a genuinely healthier relationship with Catra.

Perhaps it was simply due to the fact that Catra was the only one around (and it’s hard to spend ALL your time with somebody who hates your guts). Maybe it was because Shadow Weaver was lonely after being isolated for so long. Or it might have been a lingering effect of the Kindness magic that the sorceress had absorbed.

Whatever the case it made Shadow Weaver look upon her former ward with new eyes.

One night after Catra had handed Shadow Weaver dinner (ration bars again!) the sorceress found herself studying the feline girl as Catra picked at her own ration bar. 

Catra had regained a lot of weight since joining up with Shadow Weaver, but the teenager was still very skinny. The former Horde Commander suddenly recalled all the times when Catra was much younger that she had deprived the little girl of food (sometimes for days) for real or imagined misbehavior. The dark sorceress had only stopped using food deprivation as a punishment because it no longer worked (once Catra became skilled at stealing food for herself, and of course if all else failed Adora would usually sneak food to her feline friend).

As Shadow Weaver gazed at the girl who she had hurt in so many ways over the years, she felt something like guilt course through her, and blurted out “you should eat more.”

“Were almost out of ration bars so we need to conserve them” Catra replied without looking up from her food.

Shadow Weaver angrily tossed her plate across the cave floor and stood up as she said, “I am sick of ration bars!”

“We have taken more than enough ingredients from the local villages to cook a decent meal” Shadow Weaver explained as she gestured towards their ill-gotten gains scattered around the cave.

“I don’t know how to cook” Catra confessed.

“Of course she doesn’t…we only gave her, and the other children ration bars to eat because it was easier and more efficient than giving them real food…Catra never had a need or opportunity to cook until recently” Shadow Weaver thought.

“Then I will teach you how…if those spoiled idiot children that I taught in Mystacor before joining the Horde could manage it then cunning women such as you and I should have no trouble” Shadow Weaver declared.

“Whatever” Catra replied.

But there was no hostility in Catra’s voice. Moreover, Shadow Weaver could tell from the way that her ears and tail perked up that the catgirl was interested. 

Catra joined Shadow Weaver in sorting through their supplies for ingredients. The feline fighter would occasionally add a sarcastic comment, but she still followed all of her teacher’s instructions. Clearly motivated to make something to eat other than ration bars.

Shadow Weaver smiled as they worked together on the meal. It had been a long time since she was any kind of real teacher. Nevertheless, it felt good to have an eager young pupil again.

*****

Despite the wide variety of ingredients the Former Horde Commanders currently had, their lack of an oven or stove severely limited what they could cook. So Shadow Weaver helped Catra season some salted fish and cook it over a roaring fire. Showing the younger woman how to cook the fish without completely burning it.

The aroma of the cooking meat seemed to awaken something primal inside Catra. Making her mouth water as she cooked the fish over the fire. Pulling the meat away from the flames the instant Shadow Weaver told her it was done. Then immediately taking a big bite out of a still steaming fish.

Catra closed her eyes as she savored the unfamiliar flavor. Which was far spicier and more delicious than anything she had ever tasted before. Purring happily as she took another bite.

Then flinching as Shadow Weaver put a hand on her shoulder.

“Good job Catra” the older woman told her with a smile, which was the first honest praise that she had ever given the catgirl (with no mockery, attempts at manipulation, or strings attached).

Catra turned her head away so that Shadow Weaver wouldn’t see the tears gathering in her eyes.

She had always wanted the woman who raised her to talk to her like that. Catra thought she had gotten that kind of praise from Shadow Weaver in the false world created by her activation of the portal. But like everything else in that world, it hadn’t been real.

Yet despite all her many reasons to be cynical, in her heart of hearts, Catra couldn’t help hoping that it was genuine this time.

*****

Over the next few days Shadow Weaver taught Catra how to cook more and more different foods. Then at the older woman’s insistence they threw away the rest of the ration bars. Unfortunately, that meant that they had almost no food left.

Catra suggested that she just go to the nearest village and steal some more ingredients, but Shadow Weaver knew that they were already pushing their luck by stealing so much from the local villagers. Taking more would be all too likely to raise suspicions (which they couldn’t afford to do when they had so many enemies). So the sorceress decided to test her magical skills.

“I assume that you are familiar with the concept of Fool’s Gold” Shadow Weaver said when Catra asked why Shadow Weaver had told her to gather a bunch of rocks.

“Not really” Catra admitted.

Shadow Weaver sighed, as the one responsible for Catra’s education and upbringing she really had no one to blame but herself (nevertheless, the sorceress still thought it was somebody’s else’s fault).

As she explained to Catra, Fool’s Gold was a simple illusion spell to disguise small relatively worthless objects (such as rocks) as much more valuable things. It was most commonly used to make useless junk look like money, jewels, or rare stones. When cast correctly the spell wouldn’t just fool onlookers sight, making the disguised objects feel and even smell like the genuine article.

But the spell would only last a few days at most. When it faded away, the objects would revert to their natural state. Revealing the tricky for all to see.

But despite the fact that it was a simple spell that the sorceress had cast many times before, Shadow Weaver was still nervous. Because it was her first attempt to use magic since her latest transformation. This was the moment of truth, to determine how much Fluttershy’s influence had affected Shadow Weaver’s ability to use magic.

Shadow Weaver carefully put down the rocks on the ground in front of herself. Using her index figure to trace arcane symbols around the stones. Then watching in relief as the symbols glowed and the rocks changed before her eyes. Taking on the appearance of gold coins.

Shadow Weaver grinned down at her Fool’s Gold.

Catra and Shadow Weaver now had enough (fake) money to buy everything they needed. More importantly, the older woman knew that despite all the recent changes she had gone through, she still had her magic. Which meant that the sorceress could regain all the power, privilege, and luxury that she had lost (starting now).

Shadow Weaver turned to her much younger companion and said “Catra its time I took you shopping.”

*****

Catra and Shadow Weaver couldn’t afford to be recognized on their little shopping trip. Moreover, while heavy robes were perfectly fine for lurking in the shadows or on the fringes of a town, it would be suspicious when haggling with merchants. Fortunately, Shadow Weaver had a plan.

While Shadow Weaver’s masked visage was known and feared far and wide, only a few had actually seen her face over the past twenty years. And there was (almost) no one alive who would recognize the beautiful face the sorceress now possessed. Meaning that as long as she didn’t wear her old outfit, Shadow Weaver could hide in plain sight.

At this point Catra was almost as well-known as Shadow Weaver (thanks to the numerous attacks she had led against the Princess Alliance). Unfortunately, she couldn’t disguise herself simply by taking off a mask and putting on some different clothes. But Shadow Weaver had a solution to that problem too.

Another illusion spell hid Catra’s feline features, making her appear human. Discarding her Horde clothes and putting on a simple green dress (although convincing Catra to wear a dress had been surprisingly difficult) completed the effect. Making Catra look like just another peasant girl.

On the off chance that anybody could see through their disguises Catra and Shadow Weaver decided to do their shopping in a town far from their lair (about a day’s travel via skiff).

After parking just outside the town, Catra and Shadow Weaver walked to the local market. As they went past a group of townsfolk, the men eyed the beautiful sorceress lustfully. One even had the nerve to wolf whistle at her.

“Men are such primitive creatures” Shadow Weaver told Catra.

Yet despite her dismissive words to the teenager beside her, Shadow Weaver appreciated being seen as desirable again. It was certainly an improvement over being viewed as a hideous monster (which had been the popular opinion of her for the past twenty years).

Shadow Weaver also noticed that many of them seemed to be staring at Catra too.

“It seems that you have admirers as well” the sorceress whispered to Catra (knowing that with her cat-like senses the teen would be able to hear her).

Catra looked around and realized Shadow Weaver was right. She perked up for a moment at all the admiring looks. But then she seemed to deflate as she blurted out “they wouldn’t stare like that if they could see the real me.”

Catra had never thought of herself as good looking or desirable. Growing up people had told her things like “you’re too small, your ears are too big, you’re too hairy,” and even meaner insults about her appearance. Catra had usually acted like she didn’t care what people said about her, but such constant bullying had left its mark.

“Your right…” Shadow Weaver started reply, and Catra angrily looked away, refusing to let the older woman see how much her words upset the feline girl.

But Shadow Weaver wasn’t finished talking.

“…if they could see your true form they would find you even more beautiful.”

Catra looked back at Shadow Weaver in surprise, then gave the older woman a small (but genuine) smile.

The former Horde Commander had mixed motives though. She had wanted to cheer up Catra. Because (much to her own surprise) the sorceress was actually becoming fond of and attached to the girl.

But she had also realized what a powerful effect compliments and affection from her had on the teenager. Catra had become too bitter and hardened for intimidation and threats to have much of an impact anymore. Perhaps positive reinforcement would be a more effective means of controlling her.

Yet Shadow Weaver was not quite the same person she had been before she had met Fluttershy, and she felt a twinge of guilt as she contemplated manipulating Catra.

“There’s nothing wrong with trying to influence Catra’s behavior by being nice to her…all mothers do it…if I do it to benefit both of us that’s a moral act” Shadow Weaver mentally rationalized.

In a weird way this illustrated how incredibly even-handed Shadow Weaver could be.

Because she lied to everyone, even herself.

*****

Much to her surprise, Catra enjoyed shopping. The variety of foods, tools, and other objects for sale seemed amazing to the teenager who had grown up in the Horde (where cadets had no choice when it came to what to eat, wear, where to sleep, etc. etc.). She also found that she had a talent for haggling. Her suspicious and stubborn nature, combined with her refusal to be intimidated or embarrassed, made it hard for merchants to con her. She also liked trashing talking something to get a merchant to lower the price (Catra knew the money that Shadow Weaver had given her wasn’t real, but their supply of Fool’s Gold was limited). From what she could tell, Shadow Weaver seemed to be enjoying herself too.

Unfortunately, it wasn’t long before something ruined their fun.

Shadow Weaver was busy haggling with a merchant selling apples when Catra saw the Wanted posters. The posters had picture perfect images of herself and Shadow Weaver on them and offered a substantial reward for information on their whereabouts. But to her surprise it wasn’t the Horde or even Brightmoon offering the reward, but Princess Twilight Sparkle.

“Those damn ponies probably want revenge for us attacking the yellow one” Catra thought.

The idea pushed Catra’s paranoia into overdrive. Part of her wanted to grab Shadow Weaver, run to the skiff, and drive away as fast as they could. But she knew that would only draw suspicion.

Instead Catra carefully observed the people in the marketplace to look for potential threats. Noticing the presence of a few ponies buying and selling things at the market. The most disturbing thing to Catra was the way that everybody seemed to take having ponies around completely for granted.

Catra walked over to Shadow Weaver’s side and whispered to her “there are ponies around and they posted a reward for us.”

The older woman looked at where Catra was pointing and saw one of the creatures in question. 

“They’re here too” Shadow Weaver thought in disbelief (realizing that even this isolated town far from the Fright Zone and Brightmoon wasn’t free of the ponies alien influence).

But the sorceress had not lasted for decades as Commander of the Horde by being weak. She clamped down on her own fear and considered the situation rationally. Knowing that the worst thing she could do right now was panic.

“There’s no need to panic…I doubt that anyone has seen through our disguises…if anyone asks I am Madam Gothel and you’re my daughter Rapunzel and were just buying food for our family” Shadow Weaver told Catra quietly (coming up with a plausible lie on spot thanks to long practice).

Then Shadow Weaver leaned down and whispered to Catra “You and I have led armies child…we are certainly good enough to fool ignorant peasants and misshapen horses with delusions of grandeur.”

The compliment from Shadow Weaver was so unexpected (yet exactly what Catra wanted to hear) that it slipped past the angsty teenager’s veneer of protective cynicism. Making Catra give her mother figure a genuinely happy smile. Reminding Shadow Weaver of the blonde that she had raised alongside Catra.

“Perhaps I should have treated Catra more like Adora when they were little” Shadow Weaver thought. But then she mentally shrugged. The past was the past, and there was nothing she could do about it now.

Then (as though Shadow Weaver’s thoughts had summoned her) She-Ra appeared shortly afterwards.

Soaring high above the town on her magnificent flying horse Swift Wind. The Princess of Power clearly looking for someone as she stared down at the area below. Calling out something as she gazed at the people beneath her.

“What is she saying?” Shadow Weaver asked Catra (whose hearing was much better than her own).

“I think she said Catra” the clearly unnerved catgirl replied.

*****

Fortunately for Catra and Shadow Weaver, She-Ra couldn’t see through their disguises. Gazing right at the spot where they stood without recognizing the woman who raised her or the girl she grew up with. Unknowingly flying past the devilish duo as she continued her search.

Catra and Shadow Weaver left the market shortly after that. Being careful not to act as though they were in a hurry. Shadow Weaver even stopped for a moment to flirt with a handsome young farm boy (appreciating the male attention and ignoring the look a clearly impatient Catra was giving her).

“What a fucking pervert” Catra swore after they had loaded up their purchases onto the skiff and begun driving away.

“I found him to be a charming young man” Shadow Weaver replied with a faint smile.

“He suggested a having a threesome with us!” Catra argued.

“Yes I suppose you would have preferred a pretty girl instead of a handsome boy” Shadow Weaver mused aloud (having suspected that Catra fancied the fairer sex for a long time).

“I don’t know what you’re talking about” Catra replied, glad that her catlike ears and tail were still magically concealed (because they tended to give away too much).

“It’s nothing to be ashamed of Catra…lesbianism is frankly more convenient and practical for women such as us because it means that we can have as many lovers as we want without worrying about unexpected pregnancies” Shadow Weaver said, suddenly speaking to Catra more like a teacher than anything else.

Catra had never imagined discussing her love life with Shadow Weaver before. Finding the experience weird and uncomfortable. So she tried to change the subject.

“Why do you think that Adora’s looking for us?”

“That wretched girl is probably working with the Horde, Brightmoon, and the horses to track us down now…I thought Adora was steadfast and loyal but I have never misjudged anyone as badly as I did that little traitor” Shadow Weaver angrily replied (still bitter over the way that Adora turned on her when Angella returned to Brightmoon).

It was weird for Catra to hear Shadow Weaver speak about Adora that way. Growing up the athletic blonde had always been the golden child, the one that the dark sorceress clearly favored and compared everyone else (especially Catra) to. Nevertheless, there was a part of Catra (that had always been jealous of Adora) that enjoyed hearing her childhood companion condemned by Shadow Weaver for once.

“Yeah Adora’s always been self-righteous” Catra agreed with a grin.

“Yes it makes me think that I should have been harder on Adora when she was growing up” Shadow Weaver said with a scowl.

Catra looked away from Shadow Weaver as she was reminded of just how differently the sorceress had raised her and Adora. Thinking of all the times that she and Adora had been caught misbehaving and Shadow Weaver had just punished the catgirl. But instead of making her angry (as it usually did), it just made her sad, and filled Catra with a strange sort of longing, as she sat next to the woman who now seemed so close to being the mother that she had always wanted.

“Why did…you know what never mind” Catra said, losing her nerve before she could even fully verbalize the question.

“We have both led armies, battled princesses, and even served directly under that fool Hordak Catra…we are peers now…ask me anything and I will do my best to answer” Shadow Weaver said encouragingly as she thought to herself “I am getting quite good at this positive reinforcement.”

It took Catra a moment to compose her thoughts, but once she did her question was straight to the point.

“Why did you treat me and Adora so differently when we were kids?”

“Hordak gave Adora to me when she was a baby and even then I could sense the dormant power within her…I treated her the way that I did to ensure that she would stay loyal to me even if she became more powerful than I one day…obviously it didn’t work because the ungrateful brat still turned on me” Shadow Weaver admitted.

“Then why were you so mean to me?” Catra asked, suddenly looking a lot younger and more vulnerable as she asked her adopted mother a question that had tormented her for as long as she could remember.

Shadow Weaver knew that the smart thing to do right now in order to stay on Catra’s good side and increase her influence over the teenager was say that she had been wrong to treat Catra so harshly and apologize.

The woman formerly known as Light Spinner lied to and manipulated people all the time, so saying it shouldn’t have been difficult. She had certainly told bigger lies before. Yet Shadow Weaver found that she COULDN’T apologize.

Partially because of pride, but mostly because the former Horde Commander had recently begun to experience doubts about her own past actions. Wondering how many of the bad things she had endured as an adult she had brought on herself. Even entertaining the idea (for the briefest of moments) that she had deserved such hardship.

As a result, admitting fault aloud was a bridge too far for the proud sorceress.

“Catra I know I could be hard on you sometimes…perhaps even cruel…but I did it to make you strong…my own mother raised me the same way and it made me strong enough to become one of the most powerful people on Etheria” Shadow Weaver told Catra.

For once Shadow Weaver was telling the truth. But she neglected to mention that her abuse at her mother’s hands had made her hate her mom. Loathing the older woman so much that she had eventually murdered her.

Of course Catra had no way of knowing any of these details. She was focused on her own mistreatment at Shadow Weaver’s hands. Scowling as she said skeptically “so it was all for my own good.”

“Yes…just like your manipulation of Princess Entrapta and Hordak to gain more power…both of us did what was necessary and have nothing to apologize for” Shadow Weaver calmly replied.

Catra thought of her own betrayal of Entrapta. Stabbing the princess in the back and sending her to Beast Island (which was supposed to be a death sentence). Something that Catra had had more than a few nightmares about.

“I need to watch the road, so the skiff doesn’t hit something” Catra said in an obvious attempt to end the conversation.

“I should have just told her what she wanted to hear” Shadow Weaver thought.

Neither the feline teenager nor the older sorceress said another word to one another on the trip back to their lair.

*****

Things remained tense between Catra and Shadow Weaver for a while. Fortunately, the devilish duo had other things to focus on. Such as the need to find a new lair (because their enemies seemed to be getting too close).

Thanks to Shadow Weaver’s magic, they were able to locate an abandoned farmhouse far from their current hideout. The two former Horde Commanders loaded the skiff with their possessions (most of which were stolen from the Horde or peasants) and spent three days traveling to their new home. Traveling mostly at night to minimize the chance that airborne equines (such as Fluttershy, Swift Wind, and Twilight Sparkle) would spot them.

When Shadow Weaver and Catra arrived at the farmhouse they found raccoons and other animals living there. But the teenage catgirl and middle-aged sorceress were able to kill or chase them all away within a few hours. Then the devilish duo spent three days making the farmhouse habitable again.

By the time that they finished setting up their new home, most of the tension between Catra and Shadow Weaver had dissipated. But the closeness that had begun to develop between them was gone.

Shadow Weaver knew that she owed her life to Catra, and that without the teenager she would not have managed to stay alive and free since fleeing Brightmoon. The sorceress also had to admit (if only to herself) that they made a surprisingly good team, now that they were on a more equal footing. The sorceress even missed the intimacy that had begun developing between herself and Catra (It had felt GOOD to have somebody she could confide in and rely on).

Now they were more like awkward work colleagues (with literally decades of baggage between them).

To a woman as smart and cunning as Shadow Weaver the solution was obvious.

She needed to apologize.

It was what Catra wanted (and perhaps even needed) from her.

But Shadow Weaver’s stubbornness and pride wouldn’t allow such a compromise.

After they finished working on the farmhouse Catra and Shadow Weaver went to separate bedrooms without exchanging another word. Each of them lost in their thoughts as they laid down on their new beds. Tormented by their own self-doubts and regrets. Each of them eventually falling asleep (after many restless hours) through sheer exhaustion.

***** 

Shadow Weaver opened her eyes and looked around. Taking in the familiar sight of the Black Garnet Chamber. Gazing down at her body and seeing her old crimson robes. Trying to touch her face as a familiar red mask got in the way.

The sorceress felt panic welling up inside her as she violently took off her mask and threw it across the room. Looking into the nearest available reflective surface to examine her own features. Staring at a face twisted and scarred by malignant magic.

“No” Shadow Weaver murmured in denial as she gazed her own familiar features.

“IN OUR REALM PEOPLE’S TRUE FACES ARE OFTEN REVEALED.”

The voice was so deep and powerful that that it seemed to shake the floor. With an undercurrent of anger that was almost tangible. Causing Shadow Weaver to instinctively turn towards the voice (not wanting to leave her back exposed).

The speaker was a pony, but unlike any that the sorceress had seen before.

She was larger than ordinary ponies, with both the wings of a Pegasus and the horn of a unicorn. The pony’s coat was a dark shade of blue (with a moon symbol on each flank), and atop her head sat a regal black crown. The most remarkable thing about her appearance was her thick mane and long tail, which looked like the scene of a starry nighttime sky and seemed to be blowing in a wind that only effected the royal pony’s hair.

“You don’t seem like the other ponies I’ve met” Shadow Weaver said. Fishing for information as she tried to figure out just who she was dealing with, and how much of what she was seeing and feeling right now was real.

“I AM PRINCESS LUNA…AN ALICORN LIKE OUR SISTER CELESTIA AND HER STUDENT TWILIGHT SPARKLE” the pony princess proudly explained.

“She is even more arrogant that Hordak” Shadow Weaver thought, not noticing the way that the princess’s eyes briefly narrowed in response.

“Why would an…alicorn princess be interested in a mere sorceress?” Shadow Weaver asked with false humility.

“A ‘MERE’ SORCERESS WOULD NOT HAVE LED AN ARMY FOR DECADES, TORTURED PRINCESSES, OR TRIED TO STEAL THE MAGIC OF ONE OF MY LITTLE PONIES” Princess Luna thundered back.

“I am sorry about Fluttershy, but I had no choice the-” Shadow Weaver started to say before Princess Luna angrily interrupted her.

“DO NOT BOTHER LYING!…YOU CANNOT DECEIVE US IN THIS REALM.”

The pony princess seemed to calm down and then continued “AND YOUR CRIMES AGAINST FLUTTERSHY ARE MINOR COMPARED TO THE WAY THAT YOU HAVE TORMENTED AND TORTURED THE CHILDREN PLACED UNDER YOUR CARE.”

“My methods may have been strict, but I was only doing what was necessary to prepare my charges for the harsh realities of warfare” Shadow Weaver argued.

“TORTURING CHILDREN IS NEVER JUSTIFIED…MANY OF THEM STILL HAVE NIGHTMARES ABOUT YOU TO THIS DAY” Princess Luna replied.

“How would you know?” Shadow Weaver asked, feeling her own temper start to rise at being talked to like this.

“THE DREAM WORLD IS OUR DOMAIN…EVER SINCE COMING TO THIS WORLD WE HAVE SENSED THE NIGHTMARES YOU INSPIRED” Luna imperiously stated.

“Of course…this is a dream” Shadow Weaver realized, all sorts of things that didn’t add up (such as being back in the Fright Zone without any memory of going there, her old magically scarred face, and wearing an outfit that she had thrown away after it was ruined) making sense once she realized that the world around her wasn’t real.

The sorceress also realized that because she had not invaded anyone else’s dreams, this must be her dream. Which meant that this encounter was taking place inside her own mind. Giving Shadow Weaver a home field advantage.

Lucid dreaming was one of the first skills Mystacor taught aspiring sorcerers. Something that Shadow Weaver had mastered decades ago. Allowing the witch to manipulate the world around her.

Princess Luna gasped in surprise as the floor turned to quicksand beneath her feet. Appearing shocked that someone would attack her in the dream realm. Her big luminous eyes focused straight on Shadow Weaver as the sorceress glared at her.

“CEASE THIS ATTACK AT ONCE!” Luna demanded as she sank into the floor.

“Not until you tell me the real reason that you and the other wretched ponies have come to Etheria” Shadow Weaver sneered as she floated over to the pony’s position.

“WHAT ARE YOU TALKING ABOUT? WE CAME HERE TO EXPLORE THIS NEW LAND AND TO BEFRIEND OUR NEW NEIGBHORS.”

“Don’t treat me like a simpleton…no one would go to all this trouble just to make friends” Shadow Weaver cynically said.

When Luna did not reply right away Shadow Weaver drew power from the Black Garnet and summoned it to her hands (the way that she had done so often during her time in the Fright Zone). Of course it was not the real Black Garnet, but this was Shadow Weaver’s dream, so she could manipulate her surroundings in any way that she wanted. Grinning sadistically as red lightning shot out from her hands and struck the pony princess.

Princess Luna screamed in pain and shock as the lightning coursed through her (the pony princess had not expected it to actually HURT).

Then Luna’s horn glowed as she conjured up a magical shield to block the lightning. Extending and flapping her wings to rise out of the quicksand. Glaring at Shadow Weaver with glowing eyes as she said wrathfully “YOU DARE STRIKE AN ALICORN!”

“All I see before me is a beast with delusions of grandeur” Shadow Weaver replied scornfully as she exerted control of the dream again. 

Creating copies of the girls that she had raised and manifesting them right behind Luna. Watching as the dream Catra leapt onto Luna’s back, while the fake Adora took a stun baton off her belt and activated it. Observing with cruel delight as Catra raked her claws down the princess’s back and the alicorn screamed in pain.

Then dream Adora stepped forward and jabbed Luna in the flank with her stun baton. Making the alicorn cry out again and causing Catra to jump off the pony. 

“Get back girls” Shadow Weaver ordered her minions (forgetting for a moment that they were not real, and it didn’t matter if they got caught in the crossfire or not).

The dream Catra and Adora instantly moved away from Luna, reacting with the kind of perfect obedience that Shadow Weaver had never been able to instill in the real ones.

Once her girls had moved, Shadow Weaver hit Luna with a virtual lightning storm. The magical barrage travelling from the dark sorceress’s hands to strike every part of Luna’s body. An attack so powerful and merciless that if it had occurred in the real world it would have killed the alicorn princess.

But this was a dream, and dreams were Luna’s domain.

“ENOUGH!!” Luna screamed with enough force to shake the entire dream world (and disorient Shadow Weaver). Rapidly rising above the heads of Adora, Catra, and Shadow Weaver as the pony princess blazed with power. Disintegrating the dreamworld around her through raw force.

Shadow Weaver tried to resist. But despite her skill and homefield advantage, she couldn’t come close to matching the raw power of an alicorn princess in her element. Watching in horror as the entire dreamworld was burned away by Luna. Leaving the sorceress and the alicorn alone in an empty void. 

But Shadow Weaver was a survivor. So she quickly composed herself and tried to consider the situation rationally. Concluding that a more diplomatic approach was required.

“I apologize princess…someone entered my dream without permission, and I overreacted” the sorceress said with false humility.

But Luna was not feeling very diplomatic after being attacked. 

“YOU ‘OVERREACTED’ BY ACCUSING US OF LYING AS WELL AS ATTACKING AND INSULTING US!” Luna angrily replied as she flew over to Shadow Weaver.

“If the pony cannot be reasoned with I will HAVE to fight again” Shadow Weaver thought as she tried to figure out how to take down the pony princess if necessary. Knowing that another frontal assault against such a powerful opponent would be futile. Wondering how she could get Luna to lower her guard so that she could attack the pony by surprise.

“PLANNING ANOTHER SURPRISE ATTACK…IS THERE NO END TO YOUR TREACHERY?” Luna said in outrage.

“She can read my mind” Shadow Weaver realized.

The sorceress couldn’t manipulate Luna if the alicorn could simply look into her thoughts and see her true intentions. It would also make fighting her in the dream realm even more impossible (because Luna could learn Shadow Weaver’s plans and intentions instantly). The former Commander of the Horde was trying to decide what to do, when the alicorn princess used her power to freeze the sorceress in place (her horn glowing as she did so).

“YOU ARE ONE OF THE MOST WICKED AND CRUEL CREATURES WE HAVE EVER MET…THE WAY THAT YOU MANIPULATED AND TORMENTED YOUR ADOPTED DAUGHTERS IS PARTICULARLY DISGUSTING” Luna said with loathing.

Shadow Weaver found that though she could not move, she could still speak (something that would be impossible in the real world but was perfectly plausible in a dream).

“Everything I did to Adora and Catra…EVERYTHING I did to all those children was just to make them stronger” Shadow Weaver declared, as she desperately tried to rationalize her actions.

Luna seemed to coldly consider Shadow Weaver’s words for a moment, telling the sorceress “VERY WELL…THEN WE SHALL MAKE YOU A DEAL SHADOW WEAVER…IF YOU CAN ENDURE THE PAIN YOU PUT THOSE CHILDREN THROUGH AND STILL SAY THAT IT WAS ALL FOR THE GREATER GOOD AFTERWARD WE SHALL RELEASE YOU.”

“And if I don’t agree?” Shadow Weaver asked.

“THEN WE SHALL IMPRISON YOU SOMEWHERE WHERE YOU CAN NEVER HURT ANYPONY AGAIN.”

Despite the curious wording Princess Luna’s threat was clear. Nevertheless, considering how many people Shadow Weaver had tormented (and how cruelly she had treated some of them), the smart move at this point would probably be to refuse Luna’s offer. To beg for mercy instead.

However, Shadow Weaver’s defining flaw had always been her hubris. Her arrogance had led to the sorceress losing her beauty, her influence, and her position at Mystacor (forcing her to flee to the Horde for protection). Decades later her arrogance (and dependence on the Black Garnet) had led Shadow Weaver to defying Hordak and dismissing Catra as a threat (resulting in her loss of power and imprisonment).

Now that she was confronted with the most powerful foe she had ever faced; Shadow Weaver’s pride got the best of her again. 

“Then I agree to your terms Princess…anything those brats went through I can certainly endure.”

Princess Luna’s eyes blazed with power in response to Shadow Weaver’s words. Reaching out to the minds of all the dreamers who had suffered at Shadow Weaver’s hands. Forcing the sorceress to endure all the torment, humiliation, and torture that she had put them through. Experiencing memories of beatings, deprivation, verbal abuse, and constant emotional manipulation. Feeling the omnipresent fear that children like Catra had experienced growing up.

Shadow Weaver was a strong-willed woman. Nevertheless she was quickly overwhelmed by the barrage of painful memories and negative emotions. Feeling as though she was being ripped apart from the inside out. Waking up with an agonized scream.

*****

Catra woke up at the sound of Shadow Weaver’s awful scream.

The teenage catgirl rushed to the older woman’s bedroom immediately. Assuming that they were under some form of attack. Then finding something that shocked and frightened her far more than an army of magical princesses would have.

Shadow Weaver, who had dominated Catra and everybody around the catgirl when the furry child was growing up, who had inspired fear even in the rebel princesses, who was the most merciless mistress of magic Catra had ever met, was curled up on the bed with her arms wrapped around her knees. Looking both miserable and terrified as she loudly sobbed.

“What’s wrong? Who did this to you?” Catra asked, wondering what could have reduced the fearsome Shadow Weaver to this pitiful sight.

Shadow Weaver stared at the teenager with tear filled eyes. Speaking to Catra with full sincerity for the first time. Her words shocking Catra to the core.

“I’m sorry.”

**Notes for the Chapter:**

> I realize that Princess Luna stopped talking so formally most of the time shortly after the character was introduced (and long before Twilight Sparkle became an alicorn). But Shadow Weaver is somebody that has incurred the princess's wrath, so I don't believe that she would be as friendly and informal as the alicorn would be talking to somebody like Pinkie Pie or Fluttershy.
> 
> I also think that Princess Luna would despise somebody who abused children the way that Shadow Weaver does, but I haven't seen every episode of My Little Pony: Friendship Is Magic, so I could be wrong.


	4. Friends and Family

**Summary for the Chapter:**

> The following is a fan parody. She-Ra and the Princesses of Power is owned by Noelle Stevenson and DreamWorks and Licensed by Netflix. Please support the official release.
> 
> The following is a fan parody. My Little Pony: Friendship is Magic is owned by Hasbro. Please support the official release.

**Notes for the Chapter:**

> Catra and Shadow Weaver attempt to adjust to their new normal.
> 
> But the mighty Princess Luna looms large over Shadow Weaver, while Catra struggles to figure out just who Shadow Weaver is to her now.

“What” Catra murmured in disbelief.

Shadow Weaver never apologized. 

At least not to anybody who did not have authority over her. And under those circumstances apologies were just another (rarely used) tool in her arsenal of manipulation. It was completely out of character for Shadow Weaver to apologize to somebody she regarded as an inferior (which was how she had always viewed Catra) or even an equal.

Yet that was exactly what was happening.

“I’m so sorry Catra…I was just…so angry…but I never should have taken it out on you” Shadow Weaver wept.

Catra had fantasized about Shadow Weaver begging for her forgiveness many times. But now that it was happening it seemed so strange and surreal that the teenager didn’t know how to react. The catgirl hesitantly reached for the sorceress with a clawed hand, and in that moment even she was not sure if it was to offer a comforting touch or an angry blow.

Shadow Weaver wasn’t sure either, flinching as Catra put a hand on her shoulder.

Then Catra embraced the older woman. Because despite everything, Shadow Weaver was the only mother she had ever known. And if Shadow Weaver was going to try to be better, Catra was too.

The hug shocked the sorceress. Catra had been raised not to show weakness or mercy. Moreover, after everything that she had done to Catra, Shadow Weaver was the last person who had any right to expect affection or comfort from the teenage catgirl. 

But in that moment, Shadow Weaver was hurt, scared, and desperately lonely. So the sorceress hesitantly hugged Catra back.

*****

Catra kept hugging Shadow Weaver until the older woman stopped crying. Gradually getting a hold of herself as she rested in Catra’s comforting embrace. Eventually feeling composed enough to speak again.

“I am fine now Catra…you don’t need to keep cradling me like a child.”

Catra let go of Shadow Weaver and sat down on the other side of the bed. Despite her words the older woman found that she missed the comforting embrace. But her pride was still (a little) too strong for her to admit it.

“So what happened? I’ve never seen you act like THAT before” Catra asked after she sat down.

“A powerful pony named Princess Luna invaded my dream…she punished me for attacking Fluttershy by forcing me to experience all the pain that I inflicted on you and the other children of the Horde…the agony was so overwhelming that it forced me awake” Shadow Weaver admitted.

“Serves you right” Catra muttered without thinking. Then covered her mouth in horror. Expecting an explosion of rage from her old superior.

But instead of the reaction that Catra was expecting, Shadow Weaver looked like she about to start crying again as she replied, “your right…I was so horrible to you and the others…just like mother.”

“You weren’t lying about your mom treating you like you treated me were you?” Catra whispered.

“No…my mother despised me for being so small and frail…for not being as magically gifted as she and my sister were…for always coming in second place to PERFECT Catrina!” as Shadow Weaver spoke the old resentment and bitterness came to the surface. 

“So you’re telling me that you were the black sheep like me…that your sister Catrina was the perfect one…the FAVORITE…and your mother never let you forget that nothing you did ever measured up” Catra said as her anger began to rise.

“Yes…but-” Shadow Weaver started to say, only to interrupted by Catra.

“So EVERYTHING you told me about being hard on me to make me strong was BULLSHIT wasn’t it!” Catra roared as her ears lay flat against her head and her tail lashed angrily.

Under ordinary circumstances Shadow Weaver never would have admitted such a thing to somebody that she was vulnerable to. But Shadow Weaver was lonely, scared, and her encounter with Princess Luna had affected her more than she realized. So the sorceress replied in a quiet voice “yes.”

Catra responded by pushing Shadow Weaver away and storming off. Slamming the bedroom door as she did so. Leaving Shadow Weaver alone with her sorrow.

*****

Back when she was still a cadet in the Fright Zone, whenever something really upset her, Catra would retreat to the highest spot she could reach to brood. 

Such habits were hard to break. So it was not that surprising that Shadow Weaver (after she got on grip on herself) found Catra outside on the roof of the farmhouse. Lost in her own dark thoughts as she glared down at a brave squirrel that was chittering curiously at the catgirl.

The squirrel scurried away as Shadow Weaver laboriously climbed onto the roof (Catra had effortlessly climbed it earlier, but the teenager was significantly fitter, younger, and more agile than the sorceress). The catgirl scowled at Shadow Weaver as she watched the sweaty older woman gasp and groan. Waiting for the sorceress to catch her breathe.

“What do you want?” Catra said angrily when she got tired of waiting for Shadow Weaver to speak.

“Catra I…please you must understand-” Shadow Weaver panted as she got up from where she was lying on the roof, only to lose her footing midsentence and begin to tumble off the roof.

“NO! After all I’ve been through I can’t just die in an accident!” Shadow Weaver mentally denied as she began to fall to her doom.

Shadow Weaver was about to tumble off the roof, when Catra caught her. Showing remarkable strength for such a skinny girl as she pulled the older woman back from the edge. The sorceress landing in a heap right next to Catra.

“You saved me” Shadow Weaver said in amazement (because despite everything Catra had saved her again).

“Don’t make a big deal out of it” Catra said gruffly.

“This shows how much we need each other Catra” Shadow Weaver told the teenager as sincerely as she could.

“Why do I NEED you Shadow Weaver? Since we joined up I’ve done most of the work” Catra said harshly.

“Because I can teach you to harness magic” Shadow Weaver replied as she carefully moved into a seated position next to Catra.

“Magic” Catra muttered in honest bewilderment.

“Yes…you are descended from the Magicats and as the name implies they were extremely gifted at the mystic arts” Shadow Weaver explained.

Catra was still looking at the sorceress dubiously, so Shadow Weaver decided to use a more effective tactic. Knowing that for all her strengths Catra had plenty of weak points. Especially when to came to the other girl Shadow Weaver had raised.

“Of course I can’t force you to let me teach you spells…its fine if you’re content to forever be outshined by people born to power like Princess Glimmer and Adora.”

“I can do ANYTHING Adora can do!” Catra angrily hissed in response to Shadow Weaver’s words.

“For your sake as well as mine I need to stop always manipulating the people around me…but you make it far too easy sometimes Catra” Shadow Weaver thought, knowing that now the catgirl would be willing to learn magic from her, if only to prove that she was just as good as Adora.

*****

“So I’m a Magicat?” Catra asked once they were back on solid ground.

“Technically there are no pureblooded Magicats left…after the fall of the Magicat kingdom two hundred years ago the few survivors were forced to breed with outsiders otherwise their race would have completely died out” Shadow Weaver explained as she walked beside Catra through the forest by their house.

“Not that that prevented people like mother from bragging about how ‘pure’ their bloodlines were” Shadow Weaver thought bitterly.

But then the sorceress did her best to ignore the painful memories and continue with her explanation.

“But you obviously favor your Magicat ancestors so magic should be relatively easy for you to master.”

“Once I learn magic will I be as powerful as Adora and the other princesses?” Catra asked, trying (and failing) to hide how much the answer mattered to her.

“No…princesses have the advantage of channeling magic through their runestones…power comes easily to them…but sorcerers must learn how to use spells and incantations for their magic” Shadow Weaver replied.

“Oh” Catra said in obvious disappointment.

“Don’t lose heart Catra…magic may not come as easily to you or I as it does to people like Adora…BUT if she’s smart and cunning a skilled sorcerer can be far more dangerous…powerful abilities like telekinesis, mind control, and shapeshifting are all possible with the right spells” the sorceress told her prospective apprentice.

“Teach me telekinesis first! I want to be able knock people off their feet with my mind” Catra said excitedly.

“Patience Catra…a sorcerer must walk before they can run…first I will teach you the most basic spell I know…if you cannot perform this simple light spell there is no point in further lessons” Shadow Weaver replied.

Then to Catra’s surprise Shadow Weaver put her pinkie finger in her mouth and bit down on it hard enough to draw blood. Pulling a blank piece of paper out of her pocket and gently placing the paper on the ground. Then drawing a rune on the paper in her own blood.

Catra watched as the blood glowed a bright red.

“That’s it” the teenager exclaimed in disbelief.

“As I said it’s a simple spell…surely it’s not beyond you” Shadow Weaver replied.

Of course, while the spell was simple, there was more to it than Shadow Weaver was telling Catra. The purpose of the spell was actually to measure someone’s innate ability to channel magic. The brighter the glow the more potentially powerful the would-be sorcerer.

But Catra would not have been surprised to find out that Shadow Weaver wasn’t telling her everything. After everything, the sorceress had put her through growing up she was naturally suspicious of Shadow Weaver. Nevertheless, Catra’s pride wouldn’t let her back down now.

Besides, the opportunity to have the kind of power that people like Shadow Weaver, Adora, and Glimmer had at her own fingertips was too good for Catra to pass up.

So the young Magicat used a claw to nick one of her own fingers. Drawing the rune in blood next to the one that Shadow Weaver had made. Then both Shadow Weaver and Catra closed their eyes and turned their heads as the rune glowed so brightly that they were forced to look away.

“Aside from a princess I’ve never seen such a strong reaction to the spell…under the right tutelage Catra could become as strong as any of my other students” Shadow Weaver thought.

When the glow faded Catra was surprised to find her mentor embracing her as Shadow Weaver told the teenager “that was one of the strongest reactions I’ve ever seen to that spell…your dormant power must be truly great Catra…I’m so proud of you.”

The words (and the accompanying hug) had a powerful effect on Catra. She had always wanted Shadow Weaver to acknowledge her strengths, to tell her that she was good at something (to say that she was proud of her). So for that moment, Catra was able to forget all her worries and sorrows, and happily hug the woman that raised her back.

*****

Shadow Weaver spent the next thirty-four hours teaching Catra more basic spells. All of them were simple illusions spells, but the new sorceress was overjoyed. Because she had Shadow Weaver’s approval and literal magic at her fingertips.

Shadow Weaver was impressed at how quickly Catra was progressing. Other than Glimmer (who had the huge advantage of being a princess as well as a sorcerer) the former Horde Commander had never had a pupil with more raw talent. She was convinced that under her guidance Catra could become a great sorcerer.

But even sorcerers need sleep. So despite the fact that Shadow Weaver was worried about what would be waiting for her in her dreams, the sorceress eventually dozed off. Finding herself in the glittering halls of Mystacor once more.

“Is this a dream?” Shadow Weaver asked herself.

She was almost certain it was, but the sorceress needed confirmation. Therefore she decided to test it. Attempting to make the world appear in the palm of her hand.

When a miniature version of Etheria manifested in her hand a moment later, Shadow Weaver knew that this was a dream.

“Clever…even though the power does not come naturally to you like Us you still have impressive mastery of the dream realm.”

Shadow Weaver turned around and saw Princess Luna standing beside her. However, this time the pony princess did not seem nearly as hostile. Regarding the sorceress coolly and speaking to her in a more normal voice than the unnaturally deep (and magically magnified) tones that she had used before.

Shadow Weaver flinched, backing away from the alicorn princess that had hurt her so the last time they had met. Hating her own display of weakness, but unable to completely conceal her fear.

“There is no reason to attack me now…I have seen the error of my ways and am offering restitution to my victims” Shadow Weaver told the princess in an attempt to get her to back off.

“So far the way one you have helped is Catra” Luna pointed out, able to read Shadow Weaver’s thoughts as soon as she had them in the dream realm.

“She is the one that I have hurt the most…besides Catra is the only one that would accept help from me at this point” Shadow Weaver admitted.

“Are you ever going to tell the girl that her mother Catrina was your sister…and that the reason that Catra never knew her mother and grandmother was because you killed them both?” Luna asked coldly.

“Why bother asking me? We both know you can take the answers directly from my mind” Shadow Weaver bitterly replied.

“We cannot take all the knowledge from your head without hurting you…besides, We would rather hear the tale in your own words” Luna explained.

Shadow Weaver did not want to share any more of her secrets with this creature. But she appeared to have no choice. So she decided to at least do it in her our words.

“Like a lot of proud Magicats my mother liked to brag about how PURE her bloodline was…the Magicat traits were dominant in most members of the family but occasionally you would get throwbacks…children that resembled their human ancestors more than their Magicat parents and showed how false mother’s claims of racial purity were.”

“Children like you” Luna stated, with perhaps the tiniest sliver of sympathy for Shadow Weaver in her voice.

“Yes…mother never let me forget that I was an embarrassment…lacking the claws, fur, and tail that she took such pride in…her ‘little disgrace’ as she put it” Shadow Weaver continued, still feeling angry and bitter about it after all these decades.

“And you sister Catrina?” Luna prompted.

“Even though I was the eldest child mother encouraged Catrina to see me as inferior…Catrina never tried to help me when mother insulted or beat me…sometimes she would bully me herself…because even though I was older Catrina quickly grew bigger and stronger” Shadow Weaver explained, her anger becoming more evident with every word.

“What happened to your mother?” Luna asked.

“When I was a teenager mother became very sick…even though Catrina had received all the love and attention when we were growing up because I was the eldest I was expected to put all my own plans on hold to take care of her…as she grew weaker I did more and more for that ungrateful old bitch…feeding her, bathing her, even helping her relieve herself…but no matter how much I did for her, mother reserved all her praise and affection for Catrina” Shadow Weaver practically ranted.

Then she calmed down and continued “Eventually she was too sick to even get out of bed making her completely dependent on me…but despite that fact that I was playing the role of the dutiful daughter all I ever got from that old woman was complaints and insults…then one day she told me that she was giving all her possessions to Catrina…that there was no point in WASTING any of her money on the family disgrace…it was too much…I couldn’t stand her insults and abuse anymore…so I smothered her to death with her own pillow.”

Shadow Weaver neglected to mention that afterwards she found her mother’s Will, destroyed the document, and forged a new one that said the old woman had left her everything. Less out of greed, and more out of a desire to simply deny Catrina her inheritance.

But Princess Luna did not care about the Will. She was simply disturbed by how calmly Shadow Weaver was talking about killing her own mother. Eventually asking in a shaken voice “and what about your sister?”

“After mother died of ‘natural causes’ Catrina was much nicer to me…she even had the gall to tell me after the funeral that she now realized that how she and mother treated me growing up was wrong…but I saw through her…she simply wanted mother’s money…so when we were in private I told her that I would rather BURN everything I owned than share any of it with her” Shadow Weaver explained.

“Did it ever occur to you that your sister might have sincerely wanted to reconcile?” Luna asked.

Shadow Weaver simply stared at Luna in incomprehension (the idea that her sister could have been sincere was truly foreign to her). Luna felt lost as she realized what a profoundly different point of view the sorceress had. Wondering if she could ever really understand a creature like Shadow Weaver.

“Of course not” the sorceress eventually said.

After that awkward pause Luna asked, “how did your sister die?”

“Just as I joined the Horde Catrina allied herself with the princesses…shortly after I became Hordak’s Second-in-Command I faced Catrina on the battlefield…Catrina was a prodigy and magic had always come easily to her along with everything else…but at that point I was a magical parasite so it didn’t matter…I could simply absorb any spells she sent my way…the DISGRACE was the strong one now” Shadow Weaver told Luna, still feeling a sense of satisfaction for defeating Catrina after all these years.

“Don’t you feel any remorse for killing your sister and your mother?” Luna said, more than a little horrified at the woman’s attitude.

Shadow Weaver almost said ‘of course I feel remorse’ but stopped herself just in time. Remembering that lying to Luna was pointless. Deciding to be brutally honest.

“No…they made my life a living hell growing up…despising me for the CRIME of being born different…I deserved vengeance against them.”

“Then does Catra deserve to have her vengeance against you?...you tormented that poor girl the same way that your mother tormented you…in many ways you were worse” Luna exclaimed angrily.

Shadow Weaver was silent for moment. Horrified at the notion she had become just like her mother (or worse), but unable to refute it. Finally admittedly “perhaps…as Catrina lay dying at my feet she begged me to spare her daughter and I said that I would show the girl the same love and affection that she had always shown me…I even named the child Catra because that was a nickname Catrina hated growing up.”

“Where does this cycle of violence end! Your mother abused you so you killed her…now you have hurt Catra so she must kill you? That is madness!” Princess Luna said in genuine outrage.

“Well of course it sounds mad when you say it like that” Shadow Weaver weakly argued.

“Obviously, We must separate you and Catra and place you somewhere where you cannot hurt anyone else” Luna concluded.

“NO YOU CAN’T!” Shadow Weaver replied in shocked denial.

“Of course We can…We do not want you to hurt Catra further and We certainly don’t want her to murder you” the princess said imperiously.

Shadow Weaver knew better than to try attacking or intimidating Luna at this point. But she was a manipulator by nature. Moreover, great as Shadow Weaver’s pride was, she could cast it aside if she were desperate enough.

“No please…all my other allies, friends, and family are gone…Catra is all I have left…she doesn’t have anyone else either…we need each other!” Shadow Weaver begged as she threw herself at Luna’s feet, sobbing as she clutched at the alicorn’s legs (realizing that she could cry on command in the dream realm).

Etherian leaders like Lord Hordak and Queen Angella would have been unmoved by the pitiful display. But Princess Luna had not been hardened by decades of war. Moreover, unlike Angella or Hordak, Luna had no personal grievances against the sorceress.

“All right…We shall give you more time with your niece…but if you hurt her or she tries to kill you then our original decision stands” Luna said uncomfortably as she awkwardly tried to brush her legs against Shadow Weaver in a reassuring way.

“Of course…I will not let you down” the sorceress replied as she wiped the tears from her eyes and got up.

“Shadow Weaver…just because We are showing mercy now that does not mean that your crimes have been forgotten…eventually you must face Judgment for what you have done” Luna warned the sorceress.

“I know Princess…but I truly believe that I am the only one that can help Catra right now” the sorceress answered, for once speaking sincerely.

Shadow Weaver wanted to help Catra become a great sorcerer and overcome the traumas that the catgirl had endured (mostly as a result of the sorceress herself). Partially out of guilt, but also because Shadow Weaver knew that if she was ever going to be able to stand up to people like Princess Luna, she needed the strongest allies she could get.

*****

After Shadow Weaver woke up she was filled with renewed purpose. Knowing that she was still being watched (and judged) by the powerful Princess Luna made the sorceress feel as though she were living on borrowed time. Making Shadow Weaver even more eager to help Catra become a powerful sorcerer.

Over the next few weeks Shadow Weaver taught Catra more and more spells. Most of them were illusion spells (which had been her specialty back when she was still an instructor at Mystacor) but even the ones that were not the teenage catgirl picked up quickly. Except for the one princess Shadow Weaver had taught, Catra was definitely the most talented pupil she had ever had (even better than Micah).

Shadow Weaver also continued to instruct Catra in cooking. Thanks to a few spells the former Horde Commanders were able to fix the broken oven and stove in the farmhouse. Allowing the sorceress to teach Catra all sorts of new recipes (the first new thing that she taught Catra to make was cookies, and Shadow Weaver was impressed at how well the catgirl’s first attempt at baking turned out).

However, even though Catra’s lessons in cooking and magic were going far better than Shadow Weaver had expected, talking to her about virtually anything else remained awkward. There was simply too much history between them. Almost any topic could bring up painful memories of things that Shadow Weaver had done to Catra in the past.

But there was one notable exception.

A subject that had sparked endless discussion throughout history. An activity that had (briefly) united enemies and rivals countless times in the past. Something that even youngsters and the elderly could easily participate in together.

Gossiping about a bad boss behind their back.

“No…Hordak COULDN’T have gone down that easily” Shadow Weaver said in disbelief.

“Cat’s honor…all I had to do was turn off the lights…leap on that arrogant bastard…rip the battery out of his armor…and that albino bitch came tumbling down like a puppet with its strings cut…Hordak started treating me with a lot more respect after that” Catra said with a toothy grin as she described the time that she had humbled the Lord of the Horde.

“I never realized that arrogant alien was so weak…I should have done something like that years ago” Shadow Weaver replied as she poured Catra a glass of wine. 

The devilish duo was enjoying a nice meal. All of the ingredients Catra had stolen or purchased with Fool’s Gold (that she had enchanted herself). Then prepared without any help from Shadow Weaver.

The sorceress had never been prouder of Catra.

“Between the two of us it should be even easier to take down Hordak this time…then we take over the Horde and start working on kicking out the pony princesses” Catra said before chugging down a glass of wine.

“True…but we must plan our next move carefully…we need to gather as much intelligence on the ponies as possible before launching any sort of assault” Shadow Weaver replied.

Which sounded reasonable and was not a technically a lie. Nevertheless the sorceress was not being entirely honest. Because she had no intention of making a grab for power. At least not until they had more of an ace in the hole.

But Catra was too lost in dreams of glory to notice anything amiss. Moreover, the petite teenager had little experience with alcohol. So it was not long before Catra was so drunk that she could barely make it to her bedroom.

Shadow Weaver put an arm around Catra’s shoulders and helped the younger woman make it to her room. Maneuvering the catgirl onto the bed and then laying down beside her. Gently pulling the sleepy Catra’s head onto her lap and then softly stroking the teenager’s hair. Smiling as the semi-conscious Catra began to happily purr in response.

The sorceress felt deep fondness and affection (perhaps even love) as she snuggled with her adopted daughter. 

Since Catra had found her (after the catgirl fled the Fright Zone), Shadow Weaver had come to appreciate just how smart, cunning, and daring the girl truly was. Even ignoring the issue of bloodlines, Catra was so much more like the sorceress than Adora ever had been.

“You are my true daughter” Shadow Weaver whispered to the girl resting on her lap.

“She can never know that I killed Catrina” Shadow Weaver silently resolved.

Because if Catra learned that Shadow Weaver was her aunt, if she found out the sorceress had not only killed her mother but had abused Catra as further vengeance against Catrina, Shadow Weaver was convinced that the feline teenager would never forgive her.

*****

After she fell asleep snuggling with Catra, Shadow Weaver once more found herself in the dream realm. She was in Hordak’s throne room, but despite her unpleasant memories of that place, this was no nightmare. Because she was watching HER Catra pummel the alien dictator.

Hordak was much larger and (at least with his armor) stronger than the teenager. But that did not seem to matter. Catra so much faster than the defective clone that Hordak couldn’t touch her. Whereas every swipe of Catra’s claws seemed make her bigger opponent bleed.

Eventually Hordak collapsed due to exhaustion and blood loss. Catra smirked triumphantly then spit on her dying enemy. Smashing her foot into his face.

“Amazing…even your pleasant dreams are violent.”

Shadow Weaver turned around to find Princess Luna suddenly beside her. But this had already happened more than once, so she adjusted quickly. Telling the pony princess “believe me that creature deserves that beating and more…besides, I was not there when Catra defeated Hordak, so this is nothing more than what I imagine it was like.”

Princess Luna was silent as she digested what Shadow Weaver had just said. A shocking number (at least to Luna) of people in Etheria had dreams of vengeance. But that pony princess still felt that such vicious desires were wrong.

“And what of those who dream of vengeance against you?” Luna eventually asked.

“As long as they lack the power or the will to act on them…then why I should I care what they dream about doing to me?” Shadow Weaver said with a shrug.

“Fortunately for you Shadow Weaver not all your victims want vengeance…Fluttershy has been worried about you…which is why she will be visiting you soon” Luna told the sorceress.

“Why would the pony that I attacked be worried about me?” Shadow Weaver asked suspiciously.

“Because to a gentle soul like Fluttershy watching somebody melt before her eyes because of her magic is far more traumatic than your attack itself” the pony princess explained.

“And I suppose that you plucked my exact location from my mind and then shared it with her” Shadow Weaver said irritably.

“I said that you were clever” the alicorn replied in a tone that Shadow Weaver found terribly condescending.

But despite her irritation and anger at the princess, the sorceress knew that fighting her would be futile. So she worked out the details of the meeting with Luna. Wanting to end this encounter and get back to her pleasant dream as soon as possible.

Before she left Luna had one final message for Shadow Weaver.

“Be kind to Fluttershy…she is stronger than she appears…you should also remember that she is good friends with Twilight Sparkle…an alicorn whose decisions could very well shape the fate of your world.”

Shadow Weaver simply nodded, doing her best to conceal her anger at the fact that her fate was once more in someone else’s hands.

*****

Catra had always been clever, but even after all this time Shadow Weaver still underestimated just smart the catgirl was.

The sorceress had never stated it outright but based on the things that Shadow Weaver had said (and been careful not to say) Catra had figured out that the older woman had had some sort of relationship to Catra’s mother.

But Catra also had a lot of experience pretending that things did not bother her. Ignoring and denying the otherwise obvious in order to maintain the status quo. Back when she was growing up with Adora the catgirl had done her best to pretend that Shadow Weaver’s abuse did not bother her to maintain her relationship with Adora (and her own pride).

However, the thoughts kept nagging at Catra, like an itch at the back of her mind.

“Was Shadow Weaver’s sister Catrina my mother? It fits what she told me about her family and Catrina is basically just a fancier version of my name…it would even explain why Weaver seemed to hold a grudge against me from the moment I was born.”

Of course there was an even more disturbing possibility that occurred to Catra, based on something Shadow Weaver had whispered to Catra when she thought the catgirl was asleep.

That Shadow Weaver was not merely related to her, she was actually Catra’s mother.

“NO…we don’t even look alike…besides, I was so drunk that night that I couldn’t even make it to bed on my own…I must have misheard her” Catra mentally denied.

But the thoughts would not leave her, so during dinner one night, after Catra had consumed a large quantity of wine, the catgirl asked the older woman “are you my mother?”

The question startled Shadow Weaver, and she didn’t reply at first, eventually saying “I think of you like a daughter Catra…but no I did not give birth to you…my transformation into a magical parasite made me infertile.”

“Oh” Catra murmured, surprised at her own disappointment.

“Why did you think that I was?” Shadow Weaver asked gently.

“I thought I heard you call me your true daughter” Catra sadly confessed.

“I said that and I meant it Catra…you have my cleverness, daring, and talent for magic…like me you achieved power through your own efforts rather than having it handed to you like a spoiled princess…I may not have carried you in my womb but you are more my child than Adora or anyone else ever will be” Shadow Weaver firmly replied.

Catra impulsively got up from the table and hugged Shadow Weaver (something that would have been unimaginable to either of them just a few months ago). Purring with happiness when her mother hugged her back. But there was still a small part of Catra that worried this wasn’t real.

*****

“I glad to see that you are all right” Fluttershy sincerely in her quiet voice as she looked Shadow Weaver up and down.

Shadow Weaver and the pony were meeting in the farmhouse. The sorceress had asked Catra to go on a shopping trip so that she could meet privately with Fluttershy. Knowing that Catra would never agree to making a deal with the ponies (because she feared and mistrusted the creatures too much).

“I am so sorry about what I did to you Fluttershy” Shadow Weaver said with syrupy sweetness.

“Its all right…you didn’t really hurt me…I am just glad that you’re okay…I thought you were dying after you touched me” Fluttershy admitted.

“At the time I thought I was…but it was all for the best…you saved me from the magical parasite that had been possessing me for decades…allowing me to truly be myself once more” Shadow Weaver replied (for the most part sincerely).

“That creature forced me to inflict cruelty on all those around me…that’s why almost everyone except my adopted daughter Catra hates me now” Shadow Weaver continued, mixing just enough truth with the lies to make them plausible.

Fluttershy was a gentle creature with a caring heart, so it was easy for the manipulative Shadow Weaver to prey on her sympathy. Eager to manipulate the powerful Twilight Sparkle through her friend. Although for once her motives were not entirely selfish.

“Catra is widely hated too…but I need you to understand that all the bad things she did were due to my…or rather the creature possessing me’s…influence…my daughter should not pay for my weakness” the sorceress told Fluttershy in an attempt to protect Catra.

“I don’t want to come on too strong…Fluttershy is obviously the type that frightens easily” Shadow Weaver thought (glad that she was no longer dealing with an ancient pony who could read her mind).

“Don’t worry I will tell all my friends not to blame you or Catra for all those bad things” Fluttershy assured the sorceress.

“Good…please make sure to mention Catra’s situation to Twilight Sparkle first…people listen to princesses” Shadow Weaver said reasonably.

*****

Catra got done with her shopping trip much earlier than expected (because she found a merchant who was selling everything that she was looking for). Arriving at the farmhouse just as Shadow Weaver’s meeting with Fluttershy was ending. Her catlike hearing catching the end of the conversation before she actually saw either of the speakers.

“Good…please make sure to mention Catra’s situation to Twilight Sparkle first…people listen to princesses.”

Catra dropped her bag of groceries to the ground. Several of the glass jars inside smashing open in the process. Shadow Weaver’s words impacting her even harder.

Because there was one obvious conclusion, based on Catra’s training, upbringing, and of course what she knew of the sorceress in question.

Shadow Weaver had betrayed her.

**Notes for the Chapter:**

> I was hoping that I could wrap this story up in 4 Chapters and post the last one before Season 5 dropped.  
> But RL kept getting in the way, and I left too many loose plot threads to wrap them all up in just one Chapter.
> 
> So I am posting this now.  
> Before Season 5 disproves all my theories about Catra and Shadow Weaver's backstories.

**Author's Note:**

> I actually started this story about 4 months ago, and planned on posting it during last Halloween.   
> But writer's block, RL problems, and other fanfics prevented me from finishing the first chapter until now (once I post the last chapter it should be clear just why I wanted to post it during Halloween).
> 
> As you can probably already guess, the story will focus more on the She-Ra characters.
> 
> This is partially due to power balance issues (the ponies are pretty damned OP by She-Ra and the Princesses of Power standards) and also just because I am more familiar with She-Ra.


End file.
